Exhibit 10.1

	
	EXECUTION VERSION


ASSET PURCHASE AGREEMENT
BY AND AMONG
CORONADO IV LLC AND BUCHANAN MINERALS, LLC
(“SELLERS”)
BUCHANAN MINING COMPANY, LLC
(“BUCHANAN”)
AND
RAMACO RESOURCES, LLC
(“BUYER”)


DATED AS OF
OCTOBER 26 2021





23265665.1 





	
	EXECUTION VERSION


ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of October 26, 2021 (the “Effective Date”), by and among CORONADO IV LLC, a Delaware
limited liability company (“Coronado IV”), BUCHANAN MINERALS, LLC, a Delaware limited
liability company (“Buchanan Minerals”), and, together with Coronado IV, “Sellers” and, each,
a  “Seller”),  and  BUCHANAN  MINING  COMPANY,  LLC.  A  Delaware  limited  Liability
Company, (“Buchanan”) for the limited purpose of joining in the MCSA Partial Assignment and
MCSA Partial Assignment Memorandum and RAMACO RESOURCES, LLC, a Delaware limited
liability company (“Buyer”).
RECITALS
WHEREAS, Sellers own, hold and control certain coal mining properties, property leases,
other real property rights, mining and other permits, tangible personal property (including, without
limitation, a coal preparation plant and loadout facility) and other assets, in connection with the
mining complex commonly known as the “Amonate Mine Complex” which is located partly in
McDowell County, West Virginia, and partly in Tazewell County, Virginia, within the outside
boundaries of the property shown and described as the “Amonate Mine Complex Property” on
the map attached hereto as Exhibit A (such mining complex, the “Amonate Mine Complex”); and
WHEREAS, Sellers desire to sell, assign and convey to Buyer all of such assets of Sellers
owned, held  or controlled in  connection with  the Amonate Mine Complex, including, without
limitation,  all  of  the  assets  within  the  boundaries  of  said  Amonate  Mine  Complex  Property
acquired by Sellers from CONSOL Energy, Inc. or its affiliates, (collectively, the “Amonate Mine
Complex Assets”), other than Excluded Assets (defined below), and Buyer desires to purchase the
Amonate Mine Complex Assets,  other than the  Excluded Assets  (defined below), and  assume
certain liabilities related thereto, in each case, subject to and in accordance with the terms and
conditions set forth herein.
NOW,  THEREFORE,  in  consideration  of  the  mutual  representations,  warranties,
covenants  and  agreements  contained  in  this  Agreement,  and  for  other  good and  valuable
consideration, the receipt, sufficiency and mutuality of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I. DEFINITIONS AND INTERPRETATION
Section 1.1. Definitions. For purposes of this Agreement, the following terms shall have
the definitions set forth below:
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,
notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any
nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly owns or
controls, is directly or indirectly owned or controlled by, or is directly or indirectly under common
ownership or control with, such Person.
“Agreement” has the meaning set forth in the preamble.
“Allocation Schedule” has the meaning set forth in Section 2.6.  





	
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“Amonate Coal Reserves Map” means the map attached hereto as Exhibit C.
“Amonate Mine Complex” has the meaning set forth in the recitals.
“Amonate Mine Complex Assets” has the meaning set forth in the recitals.
“Amonate Mine Complex Property” means the property shown and described as the “Amonate
Mine Complex Property” on the map attached hereto as Exhibit A.
“Amonate Surface Tracts Map” means the map attached hereto as Exhibit B.
“Assignment of Contracts” has the meaning set forth in Section 3.2(f).
“Assignment of Leases” has the meaning set forth in Section 3.2(b).
“Assignment of Permits” has the meaning set forth in Section 3.2 (d).
“Assignment of Railroad Agreements” has the meaning set forth in Section 3.2(e).
“Assignment of Warranty Rights” has the meaning set forth in Section 3.2(g).
“Anticorruption Laws” has the meaning set forth in Section 4.28.
“Assumed Liabilities” has the meaning set forth in Section 2.3.
“Base Purchase Price” has the meaning set forth in Section 2.5(a).
“Basket Amount” has the meaning set forth in Section 11.6(b).
“Berwind and Railroad Required Consents” has the meaning set forth in Section 6.7(a).
“Berwind Lease” means that certain Amended and Restated Lease Agreement dated August 8,
2014,  originally  by and  between  Berwind  Land  Company  and  CONSOL  Amonate  Mining
Company, LLC, predecessor-in-interest of Coronado IV, as amended or otherwise modified.
“Berwind Lease Assignment” has the meaning set forth in Section 3.2(m).
“Bill of Sale” has the meaning set forth in Section 3.2(h).
“Bond Amount” has the meaning set forth in Section 7.5(b).
“Books and Records” means, with respect to any Person, all books, records, engineering and
operational data, charts, surveys, maps, plans, drawings, computer files, permit applications, data,
title and other reports, tax tickets, tax appraisals, documents, papers, instruments, correspondence
and  all  other  materials  of  all  kinds  of  such  Person  (including,  without  limitation,  all
correspondence  with  Governmental  Authorities),  in  each  case,  in  such  Person’s  possession  or
locatable after diligent search or requests to third parties in good faith.
“Business  Day” means  any  day on which national  banks  are open for  business  in  the city of
Charleston, West Virginia.
“Buchanan” has the meaning set forth in the preamble.
“Buyer” has the meaning set forth in the preamble.
“Buyer Indemnitee” has the meaning set forth in Section 11.2.
“Buyer Warranty Breach” has the meaning set forth in Section 11.3(a).
“Cap” has the meaning set forth in Section 11.6(c). 





	
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“Closing” has the meaning set forth in Section 3.1.
“Closing Date” has the meaning set forth in Section 3.1.
“Coal Leases” has the meaning set forth in Section 2.1(d).
“Coal Reserves” means, with respect to any tract or parcel of land and the seams of coal located
therein, as applicable, all of the coal.
“Code” means 26 U.S.C. § 1 et seq.
“Collective Bargaining Agreement” means any oral or written Contract or agreement with any
collective  bargaining  representatives,  employee representative,  trade  or  labor  or  management
organization or union, group of employees, or works councils or similar representative bodies,
including  all  national  or  sector  specific  collective  agreements  which  are  applicable  to  any
employees, and any modifications of, or amendments to, such Contract or agreement and any rules,
procedures, awards or decisions of competent jurisdiction interpreting or applying such Contract
or agreement.
“Confidentiality Agreement” means that certain Confidentiality Agreement dated October 26,
2020, by and between Coronado Coal Corporation and Ramaco Resources, LLC.
“CONSOL  2016  Purchase  Agreement” means  that  certain  Membership  Interest  and  Asset
Purchase Agreement dated February 26, 2016, by and among CONSOL Energy Inc., et al., Consol
Buchanan Mining Company LLC, now known as Buchanan Mining Company LLC, and Coronado
IV LLC, as amended or otherwise modified.
“CONSOL Amonate Assets” means the (i) CONSOL Amonate Owned Real Property (including
the Option Real Property (as defined in the CONSOL 2016 Purchase Agreement)) and (ii) all other
CONSOL Amonate Assets (as defined in the CONSOL 2016 Purchase Agreement), except, in
each case, for the Outconveyed AEP Property.
“CONSOL Amonate Owned Real Property” means, collectively, (i) the CONSOL Amonate
Owned Real Property (as defined in the CONSOL 2016 Purchase Agreement) and (ii) the Option
Assets (as defined in the CONSOL 2016 Purchase Agreement), except for the Outconveyed AEP
Property.
“CONSOL Corrective Deeds” means corrective deeds from the CONSOL Entities, as applicable,
to Coronado IV, correcting the CONSOL Source Deeds, as necessary, such that all of the right,
title and interest of the CONSOL Entities in and to all of the CONSOL Amonate Owned Real
Property  (including,  without  limitation,  the  Specified  Surface  Tracts  and  the  Specified  Coal
Reserves) are properly conveyed to Coronado IV, as contemplated by the CONSOL 2016 Purchase
Agreement and the CONSOL Option Documents.
“CONSOL Entities” means CONSOL Energy Inc., CONSOL Amonate Mining Company LLC,
CONSOL Amonate Facility LLC and their respective Affiliates.
“CONSOL Option Documents” means,  collectively, (i) that certain Option Agreement dated
March 16, 2016, by and between Coronado IV and CONSOL Amonate Facility LLC, as amended
or  otherwise  modified,  and  (ii)  all  other  agreements,  documents  and  instruments  between  any
Seller and any of the CONSOL Entities pertaining to any of the Option Assets (as defined in the
CONSOL 2016 Purchase Agreement), including, without limitation, any CONSOL Source Deeds
pertaining to said Option Assets.     





	
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 “CONSOL Source Assignment” means that Assignment dated March 31, 2016 from Consol
Amonate  Mining  Company  LLC  to  Coronado  IV  LLC  of  record  in  the recording  offices  in
Tazewell County, Virginia, in Book 2016, at Page 4663.
“CONSOL  Source  Deeds” means,  collectively,  the  Source  Deeds  pursuant  to  which  Sellers
acquired any Owned Surface Tracts or Owned Coal Reserves from any of the CONSOL Entities.
“CONSOL  Transaction  Documents”  means,  collectively,  the  CONSOL  2016  Purchase
Agreement, the CONSOL  Option  Documents,  CONSOL Source Deeds,  and any  and all other
agreements, instruments and documents executed, delivered, received, entered into or exchanged
by any Seller or any of its Affiliates, on the one hand, and/or CONSOL Energy Inc., any of its
Affiliates or any other third party, on the other hand, in connection with any of the foregoing or
any of the transactions contemplated thereby.
“CONSOL  Transactions”  means  all  of  the  transactions  contemplated  by  or  consummated  in
connection with any of the CONSOL Transaction Documents.
“Contamination” means the presence, existence or Release, or threat of Release in surface water,
groundwater, soil or subsurface strata of any Hazardous Substance as  a result  of an emission,
discharge or release of any Hazardous Substance to, on, onto or into the Environment.
“Contract” means  any  legally-binding  written  or  oral  contract,  understanding,  subcontract,
agreement, license, sublicense, lease, sublease, instrument, indenture, promissory note or other
written and legally binding commitment or undertaking.
“De Minimis Amount” has the meaning set forth in Section 11.6(a).
“Disclosure Schedules” means the Schedules attached to this Agreement.
“Easement Instruments” has the meaning set forth in Section 3.2(c).
“Easements” has the meaning set forth in Section 2.1(e).
“Effective Date” has the meaning set forth in the preamble.
“Employee Plans” means (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA,
(ii) all other severance pay, salary continuation, bonus, incentive, stock option, retirement, pension,
profit sharing or deferred compensation plans, Contracts, programs, funds, or arrangements of any
kind,  and  (iii)  all  other  employee  benefit  plans, Contracts,  programs,  funds,  or  arrangements
(whether  written  or  oral,  qualified  or  nonqualified,  funded  or  unfunded,  foreign  or  domestic,
currently  effective  or  terminated)  and  any  trust,  escrow,  or  similar  agreement  related  thereto,
whether  or  not  funded, in  respect  of  any  present  or  former  employees,  directors,  officers,
shareholders, consultants, or independent contractors of any Seller, or with respect to which any
Seller has made or is required to make payments, transfers, or contributions, or with respect to
which any Seller has or could have any Liability.
“Employment  Agreement” means  any  written  or  oral  management,  employment,  severance,
consulting,  non-compete,  confidentiality  or  similar  agreement  or  Contract,  including,  without
limitation, at-will employment arrangements, between any Seller or any ERISA Affiliate of any
Seller and any of its or their employees which any Seller has or may have any Liability, contingent
or otherwise. 





	
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“Encumbrances” means easements, rights of way, options, restrictions, licenses, encroachments,
leases, subleases, adverse property rights, joint or cooperative property use agreements, or other
real property encumbrances (other than Liens) of any kind or nature.
“Environment” or “Environmental” means navigable waters, waters of the contiguous zone,
ocean waters, surface waters, groundwater, wetlands, drinking water supply, land surface, soil,
subsurface strata, indoor surfaces or outdoor or indoor air.
“Environmental  Claim” means  any  Action,  Order,  Lien,  Encumbrance  fine, penalty,  written
notice,  or,  as  to  each,  any  settlement  or  judgment  arising  therefrom,  by  or  from  any  Person
asserting liability of whatever kind or nature (including liability or responsibility for the costs of
enforcement  proceedings,  investigations,  cleanup,  governmental  response,  removal  or
remediation, natural resources damages, property damages, personal injuries, medical monitoring,
penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting
from: (a) the presence, Release of, or exposure to, any Hazardous Substances; or (b) any non-
compliance with any Environmental Law.
“Environmental Law” means any applicable Law in effect as of the Closing Date: (a) relating to
pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened
species,  or  the  environment  (including  ambient  air,  soil,  surface  water  or  groundwater,  or
subsurface strata), including without limitations, Laws applicable to mining, blasting associated
with  mining, dams  and  impoundment;  (b)  concerning  the  management,  manufacture,  use,
containment, storage, recycling, reclamation, reuse, treatment, generation, emissions, discharge,
Releases or threatened Releases, transportation, processing, production, disposal or remediation of
any  Hazardous  Substances;  and  (c)  recordkeeping,  notification,  disclosure  and  reporting
requirements  respecting  Hazardous  Substances.  The  term  “Environmental  Law”  includes,
without  limitation,  the  applicable  portions  of  the  following  (including  their  implementing
regulations and any state analogs): the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of
1986, 42 U.S.C. §§ 9601 et  seq.;  the Solid Waste Disposal  Act,  as  amended by the Resource
Conservation  and  Recovery  Act  of  1976,  as  amended  by  the  Hazardous  and  Solid  Waste
Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; SMCRA; the Federal Water Pollution Control
Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic
Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning
and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of
1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and all
regulations and rules promulgated thereunder, or any successor Law.
“ERISA  Affiliate” means  any  entity  which  is  (or  at  any  relevant  time  was)  a  member  of  a
controlled group of corporations, under common control or in an affiliated service group with the
Company within the meaning of Section 414(b), (c) or (m) of the Code.
“Excluded Assets” has the meaning set forth in Section 2.2.
“Excluded  Coal  Reserves” means,  collectively,  the  Excluded  Seller  Coal  Reserves  and  the
Excluded Third-Party Coal Reserves.
“Excluded Contracts” has the meaning set forth in Section 2.2(h).
“Excluded Permits” has the meaning set forth in Section 2.2(d).   





	
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“Excluded Seller Coal Reserves” has the meaning set forth in Section 2.2(e).
“Excluded Third-Party Coal Reserves” has the meaning set forth in Section 2.2(f).
“Excluded Liabilities” has the meaning set forth in Section 2.4.
“Existing Mines” means each of the “Mines” as defined by MSHA and as set forth in Schedule
2.1(f).
“FASB 410” has the meaning set forth in Section 4.17(l).
“FCPA” has the meaning set forth in Section 4.28.
“Fundamental Representations” means (i) the representations and warranties set forth in Section
4.1  (Organization  of  Sellers),  Section  4.2  (Authority  of  Sellers),  Section  4.3  (No  Conflicts  or
Violations),  Section  4.5  (Title  to  Purchased  Assets),  ,  Section  4.19  (Labor  and  Employment
Matters), and Section 4.30 (Brokers), and (ii) the special warranty of any Seller set forth in the
Special Warranty Deeds.
“GAAP” means the United States generally accepted accounting principles in effect from time to
time.
“Governmental  Approval” means  any  authorization,  approval,  consent,  exemption  of  any
Governmental  Authority,  registration  of  filing  with  any  Governmental  Authority,  or  report  or
notice to any Governmental Authority, including, without limitation, in each case, in connection
with any Mining Permit or other Permit.
"Governmental  Authority" means  any  national,  state  or  local,  domestic  or  foreign  or
international,  government  or  any  judicial,  legislative,  executive,  administrative  or  regulatory
authority, tribunal, agency, body, entity or commission or other governmental, quasi-governmental
or regulatory authority or agency, domestic or foreign or international.
“Harman Leases” means (i) that certain lease dated May 3, 2005, originally by and between
James W. Harman, Jr., as lessor, and Consolidation Coal Company (remote predecessor-in-interest
of Coronado IV), as lessee, and (ii) that certain lease dated June 1, 2005, originally by and between
S. Laird Harman, as lessor, and Consolidation Coal Company (remote predecessor-in-interest of
Coronado IV), as lessee.
“Harman Leases Partial Assignment” has the meaning set forth in Section 3.2(l).
“Hazardous Substance” means, but is not limited to, any solid, liquid, gas, odor, heat, sound,
vibration,  radiation  or  other  substance  or  emission  that  (a) is  defined,  listed  or  regulated  as
hazardous, toxic, a pollutant or a contaminant (or terms of similar regulatory intent and meaning)
under applicable Environmental Laws or with respect to which liability or standards of conduct
are  imposed  under  any  Environmental  Laws  (including,  without  limitation,  coal  and  other
minerals,  coal  refuse,  run-of-mine  coal,  acid  mine  drainage,  petroleum  or  petroleum  products
((including crude oil and any fractions thereof)) methane gas, polychlorinated biphenyls, asbestos,
pesticides and radioactive substances), or (b) the presence or existence of which shall at any time
give rise, under any theory of law or equity, to Environmental Liability.
“Indebtedness” means, with respect to any Person, (a) the principal amount, plus any related
accrued and unpaid interest, fees and prepayment premiums or penalties, of any Indebtedness or
obligation of such Person (i) for borrowed money, (ii) under any credit facility, (iii) evidenced by
any note, bond, debenture or other debt security or similar instrument, (iv) under conditional sale 





	
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or other title retention agreements relating to property purchased by such Person, (v) under letter
of credit or similar facilities, (vi) capital lease obligations of such Person, or (vii) under interest
rate  cap,  swap,  collar  or  similar  transaction  or  currency  hedging  transactions,  and  (b)  any
guarantees of such Person of any Indebtedness or obligations referred to in clauses (a) of any other
Person; provided, however, that Indebtedness does not include any performance bonds, bankers'
acceptances or similar obligations entered into in the ordinary course of business consistent with
past practice.
“Indemnitee” has the meaning set forth in Section 11.4.
“Indemnitor” has the meaning set forth in Section 11.4.
“Intellectual  Property  Rights” means  patents,  trademarks,  trade  names,  service  marks,
copyrights, domain names, know-how or other intellectual property and proprietary rights.
“IRS” means the U.S. Internal Revenue Service.
"Knowledge” means, with respect to Sellers, and with respect to any fact or matter, the actual
knowledge of those Persons identified in Schedule K; provided, that each such Person shall have
(i) made reasonable inquiry to any and all relevant employees of Sellers and their Affiliates directly
reporting to such Persons and (ii) reasonably reviewed the Disclosure Schedules and the maps
attached as exhibits to this Agreement.
“Law” means any statute, law, code, rule, regulation, constitution, ordinance, common law or
treaty of any Governmental Authority.
“Leases” means, collectively, the Surface Leases and the Coal Leases.
“Liens” means  any mortgage,  deed  of  trust,  pledge,  hypothecation,  title  retention  agreement,
voting trust agreement, equitable interest, lien, charge, encumbrance, preference, or other security
interest  of  any kind,  in  each  case, securing the  payment  or satisfaction  of a monetary debt  or
obligation.
“Leased Real Property” means, collectively, (i) the Leased Surface Tracts, (ii) the Leased Coal
Reserves  and (iii) the premises subject to the Coal  Leases with respect to which any Seller is
obligated to reclaim or maintain in compliance with Mining Laws or Environmental Laws pursuant
to such Coal Leases or any Permits.
“Leased Coal Reserves” has the meaning set forth in Section 2.1(d).
“Leased Surface Tracts” has the meaning set forth in Section 2.1(c).
“Loss” or “Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest,
awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees
and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any
insurance  providers; provided,  however,  that  "Losses"  shall  not  include  punitive,  incidental,
consequential, special or indirect damages, except in the case of fraud or to the extent actually
awarded to a Governmental Authority or other third party.
“Material Adverse Effect” means any material adverse change in or effect on (a) the ability of
Sellers  to  perform  their  obligations  under  this  Agreement  or  their  ability  to  consummate  the
transactions contemplated hereby, (b) the Purchased Assets, or the value of the Purchased Assets,
taken as a whole, (c) the ability of the owner of any of the Purchased Assets to access or mine any
material portion of the Owned Coal Reserves or the Leased Coal Reserves, including, without 





	
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limitation, any of the Owned Coal Reserves or Leased Coal Reserves related to the Existing Mines,
(d)  the  ability  of  the  owner  of  the  Purchased  Assets  to  access,  occupy  and  quietly  enjoy  any
material portion of the Owned Surface Tracts or the Leased Surface Tracts, including, without
limitation, the portion thereof where the Preparation Plant is located (e) the ability of the owner of
the Purchased Assets to operate the Preparation Plant or load and ship coal by rail therefrom, or
(f) any one or more of the Purchased Assets, or the value of any one or more the Purchased Asset
to  the  extent  that  such  material  adverse  change  or  effect  causes  (i)  such  Purchased  Asset  or
Purchased Assets to decrease in value by $300,000 or more or (ii) the owner of the Purchased
Assets to incur costs, expenses or Indebtedness of $300,000 or more.
 “MCSA” means  that certain  Amendment and  Restatement of Master  Cooperation and Safety
Agreement dated March 31, 2016 between CONSOL Energy, Inc., et al., Coronado IV LLC, and
Consol Buchanan Mining Company LLC, now known as Buchanan Mining Company LLC as
amended by that First Amendment to Amendment and Restatement of Master Cooperation and
Safety Agreement dated December 28, 2017, and as otherwise amended or modified.
“MCSA Partial Assignment” has the meaning set forth in Section 3.2(j).
“MCSA Partial Assignment Memorandum” has the meaning set forth in Section 3.2(k).
“Mine Safety Plan” has the meaning set forth in Section 4.18.
“Mining” means the exploration, permitting, extraction, processing, storage and transportation of
coal and non-coal minerals and the Reclamation of lands used for such activities or restoration of
land, water and any future, current, abandoned or former mines, and of any other environment
affected by such mines.
“Mining Claim” means any Proceeding, written notice of non-compliance or violation, written
notice of liability or potential liability, or proceeding pursuant to or otherwise relating in any way
to any Mining Law or Mining Permit, civil or administrative penalties, criminal fines or penalties,
or declaratory or equitable relief arising under any Mining Laws or any order, notice of violation,
citation, subpoena, request for information or other written notice or demand of any type issued
by a Governmental Agency pursuant to any such laws.
“Mining Laws” means all Laws relating to Mining, including, but not limited to, the Mineral
Lands  Leasing  Act  of  1920,  the  Federal  Coal  Leasing  Amendments  Act,  the  Surface  Mining
Control and Reclamation Act, all other land reclamation and use statutes and regulations relating
to coal mining, the Federal Coal Mine Health and Safety Act, the Black Lung Act and the Coal
Act,  the  Mine  Safety  and  Health  Act  and  the  Occupational  Safety  and  Health  Act,  each  as
amended, and their state and local counterparts or equivalents.
“Mining  Permits” means  all  applicable  Permits  related  to  Mining  or  otherwise  required  by
Mining Laws or Environmental Laws.
“MSHA” means (i) United States Department of Labor, Mine Safety and Health Administration
and the Laws administered thereunder and (ii) any similar Governmental Authority of the State of
West  Virginia  and  the  Commonwealth  of  Virginia,  as  applicable,  and  the  Laws  administered
thereunder.
“Non-Assignable Asset” has the meaning set forth in Section 7.4(a).   





	
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“Order” means  any award, decision, injunction, judgment, order, ruling, subpoena, or verdict
entered, issued, made, or rendered by any court, administrative agency or other Governmental
Authority or by any arbitrator.
“Ordinary Course of Business” means the ordinary course of business of Sellers consistent with
Sellers’ past custom and practice (including with respect to quality, quantity and frequency).
“Other Minerals” means, with respect to any tract or parcel of land, all minerals and materials
(other than Coal Reserves), including, without limitation, oil and gas, coalbed methane gas, rock,
sandstone, limestone, and clay, lying within or under the surface of such tract or parcel of land.
“Outconveyed  AEP  Property” means  the  real  property  conveyed  to  AEP  West  Virginia
Transmission Company, Inc. by CONSOL Amonate Facility LLC by that certain Special Warranty
Deed dated September 6, 2016, of record in the Office of the Clerk of the County Commission of
McDowell County, West Virginia, in Deed Book 590, at page 142.
 “Owned Real Property” means, collectively, (i) the Owned Surface Tracts, (ii) the Owned Coal
Reserves and (iii) the premises overlying any of the Owned Coal Reserves which Buyer will be
required to reclaim or maintain following Closing in compliance with applicable Mining Laws or
Environmental Laws, including, without limitation, pursuant to any Permits.
“Owned Coal Reserves” has the meaning set forth in Section 2.1(b).
“Owned Surface Tracts” has the meaning set forth in Section 2.1(a).
“Parties” shall  mean  collectively  the  Sellers  and  Buyer,  with “Sellers” on  the  one  hand  and
“Buyer” on the other hand being sometimes individually as a “Party.”
“Permit Blocked” means, with respect to any Person, that such Person, its Affiliates or any of its
or  their  officers,  directors  or equityholders  owning  more  than  a  10.00%  ownership  interest  is
barred from receiving Mining Permits pursuant to the permit block provisions of any Mining Law,
including, without limitation SMCRA and the regulations promulgated with respect thereto and
any applicable, corresponding state laws or regulations.
“Permit” means any permit, approval, authorization, license, variance, registration, concession,
grant, franchise, filing, Consent, qualification, permission or similar document or authority that is
issued or granted by or on behalf of any Governmental Authority, including, but not limited to,
Mining Permits.
“Permit Operating Agreement” has the meaning set forth in Section 3.2(i).
“Permitted Encumbrances” means (a) the specific Encumbrances set forth on Schedule PE; (b)
easements, rights of way, covenants, restrictions, building lines and other Encumbrances (other
than those created by or through Sellers or their Affiliates) which would be apparent by a survey
or in a physical inspection of the surface of the Owned Real Property and the Leased Real Property,
including, without limitation, encroachments, overlaps, boundary line inconsistencies; (c) adverse
possession or occupancy by Persons other than Sellers or their Affiliates, of which Sellers do not
have  any  Knowledge;  (d)  easements,  leases,  rights  of  way,  covenants,  restrictions,
outconveyances, reservations,  building lines and any other Encumbrances that are recorded in the
appropriate recording offices in McDowell County, West Virginia, and Tazewell County, Virginia,
as applicable; (e) zoning classifications and restrictions; (f) restrictions expressly contained in any
of the Leases; (g) riparian rights of Persons (other than Sellers or their Affiliates) and rights of
Persons (other than Sellers or their Affiliates) to any filled-in lands; (h) the Seller Retained Mining 





	
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Rights  pertaining  to  the  Seller  Excluded  Coal  Reserves  and  any  other  excepted,  reserved  or
retained rights of Sellers under the Transaction Documents; (i) the location of streets, roads and
ways;  (j)  any  unrecorded  leases,  licenses,  rights  of  entry,  easements  or  other  unrecorded
Encumbrances leased or granted to any Person (other than Sellers or their Affiliates) with respect
to the Purchased Assets or the Excluded Seller Coal Reserves, in each case, of which Sellers do
not have any Knowledge; (k) any rights or claims of Persons in possession (other than Sellers or
their Affiliates), boundary line disputes, overlaps and encroachments of which Sellers do not have
any Knowledge; (l) any prescriptive rights, prescriptive uses or prescriptive easements of Persons
(other than Sellers or their Affiliates), in each case, of which Sellers do not have any Knowledge;
(m) all excepted, reserved and retained rights under the CONSOL Source Deeds and the CONSOL
Source Assignment, after giving effect to the CONSOL Corrective Deeds; and (n) the Purchased
Contracts.
“Permitted Liens” means: (a) Liens for Taxes not yet due or being contested in good faith (but if
contested, which remain the responsibility of Sellers); (b) landlord’s, mechanic’s, materialman’s,
repairer’s and other similar Liens arising or incurred in the Ordinary Course of Business that are
not yet due and payable or which are being contested in good faith (but if contested, which remain
the responsibility of Sellers); and (c) Liens of any lessor of any Seller created under or pursuant to
any Lease (but not due to a violation or breach of a Lease).
"Person" means any individual, corporation (wherever incorporated), firm, joint venture, works
council or employee representative body, limited liability company, partnership, association, trust,
estate  or  other  entity  or  organization  including  a  government,  state  or  agency  of  a  state  or
Governmental Authority.
"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and,
with respect to any taxable period beginning before and ending after the Closing Date, the portion
of such taxable period ending on and including the Closing Date.
“Preparation Plant” means the idled coal preparation plant and loadout facility known as the
Preparation Plant, MSHA ID No. 46-05449, located at or near Faraday, West Virginia, and/or
Amonate, Virginia, which is a part of the Mine Complex Assets.
“Proceeding” means any  claim,  demand, charge, complaint, action, suit, proceeding, hearing,
audit, investigation, interference, opposition, reexamination, concurrent use, cancellation or other
dispute  resolution  or  proceeding,  whether  judicial,  administrative  or  arbitrative,  commenced,
brought, conducted or heard by or before any Governmental Authority or arbitrator.
“Purchase Price” has the meaning set forth in Section 2.5(a).
“Purchased Assets” has the meaning set forth in Section 2.1.
“Purchased Books and Records” has the meaning set forth in Section 2.1(k).
“Purchased Contracts” has the meaning set forth in Section 2.1(h).
“Purchased Mining Permits” has the meaning set forth in Section 4.10(a).
“Purchased Permits” has the meaning set forth in Section 2.1(f).
“Railroad Agreements” has the meaning set forth in Section 2.1(g).  





	
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“Reclamation” means  all  activities  and  conditions  required  under  Mining  Laws  and
Environmental Laws, or under any Mining Permit, or to prevent, mitigate or otherwise address
adverse effects of Mining activities.
“Related Person” means with respect to any party hereto: (i) the Affiliates of that party hereto;
(ii) any director, officer, employee, stockholder, partner or principal of that party hereto or any of
its Affiliates; (iii) any other Person of which that party hereto or any of its Affiliates is a director,
officer, employee, stockholder, partner or principal; (iv) any party hereto who directly or indirectly
controls  or  is  controlled  by,  or  is  under  common  control  with,  that  party  hereto  or  any  of  its
Affiliates; and (v) with respect to any Person described above who is a natural person, any spouse
and any relative (by blood, adoption or marriage) within the third degree of consanguinity of the
Person.
“Release” means  any actual  release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape
or migrate into or through the environment (including, without limitation, ambient air (indoor or
outdoor), surface water, groundwater, land surface or subsurface strata or within any building,
structure, facility or fixture).
“Remedial  Action” means any  investigation,  identification,  preliminary  assessment,
characterization, delineation, feasibility study, cleanup, corrective action, removal, remediation,
risk assessment, fate and transport analysis, in-situ treatment, the treatment of discharges or seeps,
containment,  operation  and  maintenance  or  management  in-place,  control,  abatement  or  other
response  actions  to  Hazardous  Substances  and  any  closure  or  post-closure  measures,  or
reclamation activities associated therewith.
“Representative” means, with respect to any Person, any and all directors, officers, employees,
consultants, financial advisors, counsel, accountants and other agents of such Person and such
Person’s Affiliates.
“Required Consents” has the meaning set forth in Section 4.4.
“Seller Indemnitee” has the meaning set forth in Section 11.3.
“Seller” or “Sellers” has the meaning set forth in the preamble.
“Seller Insurance Schedule” has the meaning set forth in Section 2.24(a).
“Seller Warranty Breach” has the meaning set forth in Section 11.2(a).
“Seller Reclamation Bonds” has the meaning set forth in Section 2.2(c).
“Seller Mining Notice  Requirement” means  the requirement of Sellers, their successors and
assigns, and their respective Affiliates to provide at least twenty-four (24) months’ prior written
notice to Buyer (or its successors and assigns), to the extent reasonably possible, before exercising
any of the Seller Retained Mining Rights in a manner which could reasonably be expected to
sterilize, or prevent Buyer (or its successors or assigns) from mining and removing, any of the
Owned Coal  Reserves  or  Leased Coal  Reserves,  in  order to  allow  Buyer (or its  successors or
assigns)  to  mine  and  remove  the  same  ahead  of  Seller,  their  successors  and  assigns,  or  their
respective Affiliates exercising such Seller Retained Mining Rights.
“Seller Retained Mining Rights” means, with respect to the Excluded Seller Coal Reserves, each
of the following rights to the extent that Sellers own or hold the same as of the Closing Date 





	
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immediately prior to the Closing and that the exercise thereof does not cause Buyer, its Affiliates
or any of its or their successors or assigns to incur or become subject to any Liability, including,
without limitation, under or pursuant to any Permit or any Mining Laws or Environmental Laws:
(i) the right to mine by any and all mining methods now known or hereafter developed including
without limitation longwall mining methods and for any other mining methods now known or
existing or hereafter developed, without leaving support for the surface or anything therein or
thereon  and  without  being  liable  for  any  damages  which  may  be  caused  to  the  surface  or  the
overlying or underlying strata therein or thereon or to any objects or structures thereon; (ii) the
right  to  explore,  drill,  develop,  operate,  produce,  store,  treat,  handle,  market,  transport,  and
remove, by any and all methods now known or hereafter developed including without limitation,
vertical drilling, horizontal drilling, injecting, fracking, and other forms of production now known
or hereafter developed, without leaving support for the surface or anything therein or thereon and
without  being  liable  for  any  damages  which  may  be  caused  to  the  Purchased  Assets  or  the
overlying or strata therein or thereon or to any objects or structures thereon; (iii) the right of ingress
and egress to locate rights of ways over, underlying, within, and upon the Purchased Assets that
overlay the Excluded Seller Coal Reserves to lay, operate and maintain pipelines and pipes, to
erect,  install,  build,  operate  and  maintain  tanks,  in  each  case,  to  the  extent  pertaining  to  the
development of the Excluded Seller Coal Reserves; (iv) the right of ingress and egress to prospect,
to survey, to drill, to bore, to test, to explore or to excavate; (v) the right to use free of charge,
water in and on the Purchased Assets that overlay the Excluded Seller Coal Reserves in connection
with the development of the Excluded Seller Coal Reserves or other property owned or leased by
Sellers or their affiliates; (vi) the right to pump, dump, inject, drain, dispose, store, transfer and
otherwise dispose of any liquids, fluids, water, or any other product into or through Excluded Seller
Coal Reserves; (vii) the right to drill wells, shafts, and other openings through the Purchased Assets
that overlay the Excluded Seller Coal Reserves and to utilize such Purchased Assets that overlay
the Excluded Seller Coal Reserves for ventilation and the removal of product and materials; (viii)
the right to haul, transport, deposit, and temporarily or permanently place within the Excluded
Seller  Coal  Reserves  equipment,  machinery,  slate,  refuse,  dirt,  earth,  rock,  overburden,  other
unmerchantable  materials  and  waste  water  resulting  from  the  exploring,  drilling,  mining,
developing, operating, producing, storing, treating, handling, marketing, transporting, removing,
and sale of product by Sellers, their affiliates, successors, and assigns; (ix) the exclusive right,
without any payment to Buyer or its successors or assign, to transport or cross-haul any and all
product or materials produced from the Excluded Seller Coal Reserves or other lands, through,
under,  or  across  the  Excluded  Seller  Coal  Reserves  and  the  voids  resulting  from  the  removal
thereof, and the exclusive right of Sellers, their affiliates, successors, and assigns to grant to others
such wheelage rights; and (x) the right to use the Excluded Seller Coal Reserves, and the voids
resulting  from  the  removal  thereof,  for  anything  necessary  or  convenient  in  connection  with
exploring,  drilling,  mining,  developing,  operating,  producing,  storing,  treating,  handling,
marketing, transporting, removing, and selling of product by Sellers, their affiliates, successors,
and assigns; IT BEING UNDERSTOOD THAT SELLERS AND BUYER EXPRESSLY AGREE
THAT  THE  EXCLUDED  SELLER  COAL  RESERVES  SHALL  BE  THE  DOMINANT
ESTATE.
“SMCRA” means Surface Mining Control and Reclamation Act of 1977, as amended. 





	
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“Source  Deed  Mining  Rights” means,  with  respect  to  any  of  the  Owned  Coal  Reserves,  the
mining  and  other  appurtenant  rights  set  forth  in  the  Source  Deeds  pursuant  to  which  Sellers
acquired such Owned Coal Reserves.
“Source Deeds” means, collectively, the deeds listed on Schedule SD and any and all other deeds
or instruments pursuant to which Sellers was conveyed any ownership interest in and to any of the
Owned Surface Tracts or Owned Coal Reserves.
“Southern  Coal  Transfer  Instruments” means  (i)  that  certain  Lease  dated  May  5,  1978,
originally  by  and  between  Consolidation  Coal  Company  (remote  predecessor-in-interest  of
Coronado  IV),  as  lessor,  and  Southern  Coal  Transfer  Corporation,  as  lessee,  (ii)  that  certain
Assignment  of  Leases  dated  May  5,  1978,  originally  between  Consolidation  Coal  Company
(remote  predecessor-in-interest  of  Coronado  IV),  as  assignor,  and  Southern  Coal  Transfer
Corporation,  as  assignee,  and  (iii)  the  leases assigned  from  Consolidation  Coal  Company  to
Southern Coal Transfer Corporation pursuant to the aforesaid Assignment of Leases.
“Special Warranty Deeds” has the meaning set forth in Section 3.2(a).
“Specified  Affiliates” means  (i)  with  respect  to  Sellers,  Coronado  Global  Resources  Inc.,  a
Delaware corporation, and any other Affiliate of any Seller that is directly or indirectly wholly
owned or controlled by Coronado Global Resources Inc. and (ii) with respect to Buyer, Ramaco
Resources,  Inc.,  a  Delaware  corporation,  and  any  other  Affiliate  of  Buyer  that  is  directly  or
indirectly wholly owned or controlled by Ramaco Resources, Inc.
“Specified Coal Reserves” means the Coal Reserves within or pertaining to (i) all of the seams
of coal within the tracts or parcels of land shown colored in burnt orange on the Amonate Coal
Reserves Map (subject to the Southern Coal Transfers Instruments and the rights of Southern Coal
Transfer Corporation or its successors-in-interest thereunder, to the extent that the same are still in
effect),  (ii) all of the seams of coal within the tracts or parcels of land shown colored in yellow on
the Amonate Coal Reserves Map, and (iii) all seams of coal (including rider or split seams) below
the Pocahontas No. 8 seam of coal within the tracts or parcels of land shown colored in light purple
on the Amonate Coal Reserves Map.
“Specified Surface Tracts” means the surface estate of the tracts of land shown colored in dark
purple  and  indicated  and  described  as  the  “Prep-Plant  Surface  Area” on  the  Amonate  Coal
Reserves  Map  (except  for  the  Outconveyed  AEP  Property),  together  with  any  improvements
thereon, any fixtures attached thereto, and all rights appurtenant thereunto.
"Subsidiary" means an entity owned wholly or in part by another Person, which other Person,
directly or indirectly, owns more than 50% of the stock or other equity interests of such entity
having voting power to elect a majority of the board of directors or other governing body of such
entity.
“Surface Leases” has the meaning set forth in Section 2.1(c).
“Tangible Personal Property” has the meaning set forth in Section 2.1(j).  





	
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“Target Closing Date” has the meaning set forth in Section 3.1.
"Tax or Taxes" means all federal, state, local, foreign and other income, gross receipts, sales,
use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service
use,  withholding,  payroll,  employment,  unemployment,  estimated,  excise,  severance,
environmental,  stamp,  occupation,  premium,  property  (real  or  personal),  real  property  gains,
windfall  profits,  customs,  duties  or  other  taxes,  fees,  assessments  or  charges  of  any  kind
whatsoever, together with any interest, additions or penalties with respect thereto and any interest
in respect of such additions or penalties.
“Tax Returns” means any returns, declarations, reports, information returns and statements and
other documents relating to Taxes (including amended returns and claims for refund).
“Taxing Authority” means any Governmental Authority responsible for the administration or
imposition of any Tax.
“Termination Date” has the meaning set forth in Section 10(a).
“Transaction Documents” means this Agreement, the Special Warranty Deeds, the Assignment
of Leases, the Assignment of Railroad Agreements, the Easement Instruments, the Assignment of
Permits, the Assignment of Contracts, the Assignment of Warranty Rights, the Bill of Sale, the
MCSA  Partial  Assignment,  the  MCSA  Partial  Assignment  Memorandum,  the  Berwind  Lease
Assignment,  the  Harman  Leases  Partial  Assignment  and  each  other agreement,  document,
instrument or certificate contemplated by this Agreement or to be executed by any of the parties
in connection with the consummation of the transactions contemplated by this Agreement.
“Transfer Period” has the meaning set forth in Section 7.5(a).
 “Virginia Energy” means the Virginia Department of Energy (formerly known as the Virginia
Department of Mines, Minerals and Energy), including any and all applicable divisions thereof.
“WARN Act” has the meaning set forth in Section 4.19(b).
“Warranty Rights” has the meaning set forth in Section 2.1(i).
“WVDEP” means the West Virginia Department of Environmental Protection, including any and
all applicable divisions thereof.
Section 1.2. Interpretation. The  words  "hereof,"  "herein,"  "hereby,"  "herewith"  and
words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as
a whole and not to any particular provision of this Agreement, and article, section, paragraph,
exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of
this  Agreement  unless  otherwise  specified.  Whenever  the  words  "include,"  "includes"  or
"including" are used in this Agreement they shall be deemed to be followed by the words "without
limitation." The words  describing the singular number shall include the  plural  and vice versa,
words denoting either gender shall include both genders and words denoting natural Persons shall
include all Persons and vice versa. The phrases "the date of this Agreement," "the date hereof," "of
even date herewith" and terms of similar import, shall be deemed to refer to the date set forth in
the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed
to be such date or time in Charleston, West Virginia, unless otherwise specified. The Parties have
participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person 





	
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by virtue of the authorship of any provision of this Agreement.  Unless otherwise clearly indicated,
as used herein, (i) the term “Article” or “Articles” refers to one or more of the Articles of this
Agreement; (ii) the term “Section” or “Sections” refers to one or more of the Sections of this
Agreement,  (iii)  the  term  “Schedule”  or  “Schedules”  refers  to  one  or  more  of  the  Disclosure
Schedules attached hereto, and (iv) the term “Exhibit” or “Exhibits” refers to one or more of the
Exhibits attached hereto.
ARTICLE II. PURCHASE AND SALE
Section 2.1. Purchase and Sale of Assets.  Subject to the terms and conditions set forth
herein, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer
shall purchase from Sellers, all of Sellers’ right, title and interest in and to the following assets,
wherever located, in each case, after giving effect to the CONSOL Corrective Deeds (collectively,
the “Purchased Assets”):
(a) all of the surface estate of the tracts or parcels of land identified on Schedule 2.1(a)
containing approximately 700 acres, whether more or less, in the aggregate, situated
partly in McDowell County, West Virginia, and partly in Tazewell County, Virginia,
being shown colored in orange on the Amonate Surface Tracts Map, and any and all
other surface lands owned by any Seller within the outside boundaries of the Amonate
Mine Complex Property or otherwise in connection with the Amonate Mine Complex,
in each case, together with all improvements thereon, all fixtures attached thereto and
all appurtenances thereunto belonging (collectively, the “Owned Surface Tracts”);
(b) all of the Coal Reserves (other than the Leased Coal Reserves and Excluded Coal
Reserves) lying in, on or under the tracts or parcels of land identified on Schedule
2.1(b) containing approximately 37,000 acres, whether more or less, in the aggregate,
situated partly in McDowell County, West Virginia, and partly in Tazewell County,
Virginia, and any and all other Coal Reserves owned by any Seller within the outside
boundaries of the Amonate Mine Complex Property or otherwise in connection with
the Amonate Mine Complex, in each case, together with all mining, surface-use and
other rights appurtenant thereto (collectively, the “Owned Coal Reserves”), subject
to the Seller Retained Mining Rights to be set forth in the Transaction Documents;
(c) all of the surface estate of the tracts or parcels of land identified on Schedule 2.1(c),
situated partly in McDowell County, West Virginia, and partly in Tazewell County,
Virginia, being shown striped with pink (or magenta) and white diagonal lines on the
Amonate Surface Tracts Map, and any and all other surface lands leased by any Seller
within the outside boundaries of the Amonate Mine Complex Property or otherwise
in  connection  with  the  Amonate  Mine  Complex,  in  each  case,  together  with  all
improvements thereon, all fixtures attached thereto and all appurtenances thereunto
belonging leased to any Seller (collectively, the “Leased Surface Tracts”), together
with all of the leases and other instruments pursuant to which any Seller leases any of
the  Leased  Surface  Tracts,  as  the  same  have  been  amended,  supplemented  or
otherwise modified (collectively, the “Surface Leases”), and any Other Minerals or
additional rights leased by any Seller pursuant to such Surface Leases;
(d) all of the Coal Reserves (other than Excluded Coal Reserves) leased by any Seller
within the tracts or parcels of land identified on Schedule 2.1(d), situated partly in 





	
	16

McDowell County, West Virginia, and partly in Tazewell County, Virginia, and any
and all other Coal Reserves leased by any Seller within the outside boundaries of the
Amonate Mine Complex Property or otherwise in connection with the Amonate Mine
Complex,  in  each  case,  together  with  all  mining,  surface-use  and  other  rights
appurtenant thereto, leased to any Seller (collectively, the “Leased Coal Reserves”),
together with all of the leases and other instruments pursuant to which any Seller
leases  any  of  the  Leased  Coal  Reserves,  as  the  same  have  been  amended,
supplemented or otherwise modified (collectively, the “Coal Leases”), and any Other
Minerals or additional rights leased by any Seller pursuant to such Coal Leases, in
each  case,  subject  to  the  Seller  Retained  Mining  Rights  to  be  set  forth  in  the
Transaction Documents;
(e) all easements, rights of way, rights of entry or similar access rights owned or leased
by any Seller set forth on Schedule 2.1(e), and any and all other easements, rights of
way, rights of entry, rights to use haul roads, or similar access rights owned, held or
leased  by  any  Seller  which  are  located,  in  whole  or  in  part,  within  the  outside
boundaries of the Amonate Mine Complex Property or in any way benefit or pertain
to the Amonate Mine Complex Assets (including, without limitation, the Preparation
Plant, the Existing Mines, or any of the Owned Real Property or the Leased Real
Property) or the access,  operation, or use thereof (collectively, the “Easements”),
subject  to  reasonable  joint  use  rights  pertaining  to  the  Excluded  Coal  Reserves
granted or reserved unto Sellers pursuant to the Transaction Documents (if any);
(f) all of the Permits, including, without limitation, Mining Permits, set forth on Schedule
2.1(f) (the “Purchased Permits”);
(g) the railroad agreements, leases, and other contracts set forth on Schedule 2.1(g), and
all of the rights of each Seller thereunder (collectively, the “Railroad Agreements”);
(h) the Contracts set forth on Schedule 2.1(h), together with all rights, claims and causes
of action under such Contracts (collectively, the “Purchased Contracts”);
(i) all of Sellers’ rights  under warranties,  indemnities and similar rights  against  third
parties, to the extent still in effect, and to the extent related to any of the Amonate
Mine Complex Assets (other than solely with respect to Excluded Assets), including,
without limitation, those set forth on  Schedule 2.1(i)  (collectively, the “Warranty
Rights”);
(j) all of the structures, fixtures, machinery, equipment, motors, electrical devices, tools,
trailers,  offices,  scales,  office  equipment  and  other  tangible  assets  set  forth  on
Schedule  2.1(j), including,  without  limitation,  those  comprising  or  relating  to  the
Preparation Plant, and any and all other tangible personal property used or owned by
any Seller in connection with the Amonate Mine Complex which are located on or
within the Amonate Mine Complex Property as of the Effective Date (collectively,
the “Tangible Personal Property”);
(k) all Books and Records of Sellers and their Affiliates relating in any way to the other
Purchased  Assets  or  any  other  Amonate  Mine  Complex  Assets  (collectively,  the
“Purchased Books and Records”); 





	
	17

(l) all of the rights of Sellers under the MCSA as they relate to the Purchased Assets,
which are to be assigned to Buyer pursuant to the MCSA Partial Assignment, subject
to  the  rights  under  the  MCSA  retained  by  Sellers  pursuant  to  the  MCSA  Partial
Assignment; and
(m) all Other Minerals owned by any Seller within the outside boundary of the Amonate
Mine Complex Property, if any.
Section 2.2. Excluded  Assets.   Notwithstanding  anything  in  this  Agreement  to  the
contrary, the Purchased Assets do not include, Sellers shall retain all right, title and interest in, to
and under, and Buyer will in no way be construed to have purchased or acquired (or to be obligated
to purchase or to acquire) any interest whatsoever in, any of the following assets (collectively, the
“Excluded Assets”):
(a) any cash or cash equivalents of Sellers;
(b) any accounts or notes receivable held by Sellers or any security, claim, remedy or
other right related to any of the foregoing;
(c) the cash or other reclamation bonds posted by or on behalf of any Seller in connection
with  the  Purchased  Permits  listed  on Schedule  2.2(c) (collectively,  the  “Seller
Reclamation Bonds”), and the proceeds thereof;
(d) the  Permits  listed  and  described  on Schedule  2.2(d) (collectively,  the  “Excluded
Permits”);
(e) the Pocahontas No. 3 seam of coal within the tracts or parcels of land outlined in royal
blue and colored in burnt orange and light blue, as applicable, on the Amonate Coal
Reserves Map (collectively, the “Excluded Seller Coal Reserves”), together with the
Seller  Retained  Mining  Rights  pertaining  thereto,  which  Excluded  Seller  Coal
Reserves  and  Seller  Retained  Mining  Rights  shall  be  excepted  and  reserved  unto
Sellers  pursuant  to  the  Special  Warranty  Deeds  and  the  Harman  Leases  Partial
Assignment, as applicable, subject to the Seller Mining Notice Requirement;
(f) all Coal Reserves (other than the Leased Coal Reserves) and mining or extraction
rights  appurtenant  thereto  owned  by  third  parties  (other  than  Sellers  or  their
Affiliates), after giving effect to the CONSOL Corrective Deeds (collectively, the
“Excluded Third-Party Coal Reserves”);
(g) all Other Minerals and mining or extraction rights pertaining thereto owned by third
parties (other than Sellers or their Affiliates), other than those leased to any Seller
pursuant to any of the Leases (if applicable);
(h) the Contracts listed and described on Schedule 2.2(h) (the “Excluded Contracts”);
(i) the rights that accrue or may accrue to Sellers under this Agreement and the other
Transaction Documents;
(j) the insurance policies of Sellers and the rights thereunder;
(k) all personnel records and other records that Sellers are required by law to retain in
their possession;  





	
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(l) all  rights  in  connection  with  and  assets  of  any  Employee  Plans,  Employment
Agreements or Collective Bargaining Agreements;
(m) all of the properties or assets specifically listed on Schedule 2.2(m);
(n) all rights of Sellers under the MCSA not assigned to Buyer under the MCSA Partial
Assignment;
(o) all rights (other than the Seller Retained Mining Rights pertaining to the Excluded
Coal Reserves) expressly retained by Sellers, as applicable, under the Harman Leases
Partial Assignment; and
(p) all  rights  of  Sellers  under  the  CONSOL  Transaction  Documents  which  are  not
assigned, conveyed or transferred to Buyer pursuant to the Transaction Documents.
In the event of any conflict or inconsistency between the Disclosure Schedules under Section 2.1
and 2.2, the Disclosure Schedules at Section 2.2 shall be controlling on the parties.
Section 2.3. Assumed Liabilities.  On the terms and subject to the conditions set forth
in this Agreement, at the Closing, Buyer shall assume only the following Liabilities of Sellers
(collectively, the “Assumed Liabilities”):
(a) all Liabilities of Sellers related to the Purchased Contracts, the Leases (other than the
Harman Leases) or the Railroad Agreements; provided, however, that Buyer will not
assume or be responsible for any such Liabilities or obligations that exist as of the
Closing Date or that arise from (i) amounts due and payable under the Purchased
Contracts, the Leases (other than the Harman Leases) or the Railroad Agreements
attributable to the period on or prior to the Closing Date or (ii) breaches of, or defaults
under,  any  of  the  Purchased  Contracts,  any  of  the  Leases  or  any  of  the  Railroad
Agreements by Seller occurring or existing on or prior to the Closing Date (even if
the claim for any such amount, breach or default is brought after the Closing Date but
relates to an event, Liability or occurrence on or prior to the Closing Date);
(b) all  Reclamation  obligations  of  Seller  under  the  Purchased  Permits  (other  than
Excluded Liabilities set forth in Section 2.4);
(c) any Liability attributable to or resulting from any product to the extent sold by or on
behalf of Buyer after the Closing;
(d) all Liabilities and obligations arising from or relating to the ownership and operation
of the Purchased Assets after the Closing; provided, however, that Buyer shall not
assume Liability with respect to matters for which Sellers are expressly required to
provide indemnification to Buyer under Section 11.2, including, without limitation,
any Losses or Liability resulting from or relating to a Seller Warranty Breach;
(e) All  Liabilities  and obligations  under  the  MCSA  which  are  expressly  assumed  by
Buyer pursuant to the MCSA Partial Assignment; and
(f) All Liabilities and obligations under the Harman Leases which are expressly assumed
by Buyer pursuant to the Harman Leases Partial Assignment.
Section 2.4. Excluded Liabilities.  The Assumed Liabilities do not include, and Buyer
shall not assume, any Liability or obligation of Sellers other than those specifically identified in
Section  2.3,  and,  without  in  any  way  limiting  the  generality  of  the  foregoing,  the  Assumed 





	
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Liabilities  do  not  include  the  following,  all  of  which  Liabilities  shall  be  paid,  performed  and
observed by Sellers (the Liabilities so retained by Sellers and not assumed by Buyer are hereinafter
referred to as the “Excluded Liabilities”):
(a) any  Liability  or  obligation  arising  from  or  relating  to  trade  payables  or  accounts
payable of Seller or any of its Affiliates to third parties, whether arising or accruing
before or after the Closing;
(b) any Liability or obligation of any Seller or any of its Affiliates for Taxes (other than
as prorated hereunder);
(c) any Liability of any Seller or any of its Affiliates pursuant to any Proceeding that (i)
exists on or prior to the Closing Date or (ii) is initiated after the Closing (other than
with respect to an Assumed Liability); provided, however, that Sellers shall not retain
Liability with respect to matters for which Buyer is expressly required to provide
indemnification to Sellers under Section 11.3;
(d) any Liability arising out of any notice of violation, citation, cessation order or other
violation issued, written or noticed by any Governmental Authority under or with
respect to any of the Purchased Permits prior to the Closing;
(e) any Liability or obligation of any Seller or any of its Affiliates arising from or relating
to  any  Employee  Plans,  Employment  Agreements  or  Collective  Bargaining
Agreements on, prior to or after the Closing Date, including, without limitation, (i)
all  Liabilities  of Sellers or its  Affiliates  relating  to  the compensation and benefits
(including stock options and other equity-based compensation), salary, commissions
and bonuses payable or granted to, incurred, or earned or accrued, or which should
have been accrued, in respect of service performed by, employees of Seller or its
Affiliates,  and  (ii)  any  Liability  related  to  the  employment  or  termination  of  any
employee of any Seller or any of its Affiliates (including any workers’ compensation
claims,  occupational  injury,  discrimination  claims,  payroll,  employment,
compensation plan, program, agreement or arrangement of any Seller or any of its
Affiliates  and  any  termination  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement);
(f) any Liability of any Seller or any of its Affiliates related to any royalty, rental or other
payment obligation under any of the Leases, any of the Railroad Agreements or any
of the Purchased Contracts relating to the period on or prior to the Closing Date;
(g) any Liability attributable to or resulting from any product produced from or with any
of the Purchased Assets sold by or on behalf of any Seller or any of its Affiliates;
(h) all Liabilities related to Indebtedness of any Seller or any of its Affiliates (other than
Assumed Liabilities under Section 2.3);
(i) any Liability or obligation of any Seller or any of its Affiliates arising from or relating
to any of the CONSOL Transaction Documents or any other Contract or instrument
pursuant  to  which any Seller acquired any of the Purchased  Assets,  except  to  the
extent  that  any  such  Liability  or  obligation  is  assumed  by  Buyer  pursuant  to  the
Transaction Documents;  





	
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(j) any Liability or obligation of any Seller or any of its Affiliates that is not directly
related to the Purchased Assets; and
(k) all other Liabilities or obligations of Sellers and their respective Affiliates that are not
Assumed Liabilities.
Section 2.5. Purchase Price.  The aggregate purchase price for the Purchased Assets
(the “Purchase Price”) shall be:
(a) the sum of Thirty Million Dollars ($30,000,000.00) (the “Base Purchase Price”),
which shall be due and payable to Seller at the Closing; plus
(b) the sum of all amounts payable to Sellers by Buyer pursuant to Section 7.6 on account
of any recoupable annual minimum rental or advance minimum royalty payments
under any of the Coal Leases or any of the Surface Leases actually recouped by Buyer
after the Closing.
Section 2.6. Allocation of Purchase Price.  To the extent required by the Code, the
Purchase  Price  and  the  Assumed  Liabilities  shall  be  allocated  among  the  Purchased  Assets
(including Tax and financial accounting purposes) in  accordance  with  a schedule in  form and
substance reasonably satisfactory to both Buyer and Sellers prepared by the Parties prior to the
Closing (the “Allocation Schedule”).  To the extent required, the Allocation Schedule shall be
prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended.  To
the extent applicable, Buyer and Sellers shall file all Tax Returns pertaining to the transactions
contemplated by this Agreement and the other Transaction Documents in a manner consistent with
the Allocation Schedule.
ARTICLE III. CLOSING
Section 3.1. Closing.   Subject to  the  terms  and  conditions  of  this  Agreement,  the
consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place
at the offices of Dinsmore & Shohl LLP located at 100 W. Main Street, Suite 900, Lexington,
Kentucky 40507, on or before the latter of (i) the thirtieth (30th) day immediately following the
Effective Date, (ii) the tenth (10th) Business Day immediately following the execution, delivery
and appropriate recordation of all of the CONSOL Corrective Deeds, or (iii) on or before the date
of  mutual  satisfaction  of  the  parties  as  to  Sellers’  ownership  of  the  Preparation  Plant  and  the
Specified Surface Tracts related thereto; provided, that such Target Closing Date shall not extend
beyond December 31, 2021 without the mutual agreement of Sellers and Buyer in writing (the
“Target Closing Date”).  The date on which the Closing actually occurs is herein referred to as
the “Closing Date.”
Section 3.2. Closing Deliverables of Sellers.  Subject to the terms and conditions of
this Agreement, at the Closing, Sellers shall deliver to Buyer the following:
(a) special warranty deeds, in form and substance reasonably satisfactory to both Buyer
and Sellers, conveying to Buyer all of Seller’s right, title and interest in and to (i)
the Owned Surface Tracts, (ii) the Owned Coal Reserves and (iii) only to the extent
applicable, any Other Minerals and appurtenant rights owned by any Seller within
the  outside  boundary  of  the  Amonate  Mine Complex  Property    (the  “Special
Warranty Deeds”), duly executed by Sellers, as applicable, and duly notarized in 





	
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recordable form for recordation in McDowell County, West Virginia, and Tazewell
County, Virginia, as applicable;
(b) an  assignment  and  assumption agreement,  in  form  and  substance  reasonably
satisfactory to both Buyer and Sellers, assigning to Buyer (i) all of Sellers’ right,
title and interest in and to the Coal Leases (other than the Harman Leases and the
Berwind Lease) and the Leased Coal Reserves (other than Excluded Seller Coal
Reserves and the Coal Reserves leased by Sellers pursuant to the Berwind Lease)
and all other rights and interests leased by any Seller pursuant thereto and (ii) the
Surface  Leases  and  the  Leased  Surface  Tracts  and  all  other  rights  and  interests
leased by any Seller pursuant thereto (the “Assignment of Leases”), duly executed
by Sellers, as applicable, and duly notarized in recordable form for recordation in
McDowell County, West Virginia, and Tazewell County, Virginia, as applicable;
(c) deeds of easement, leases, assignments and other instruments, as applicable, in form
and  substance  reasonably  satisfactory  to  both  Buyer  and  Sellers,  granting,
transferring and assigning to Buyer, as applicable, all of Sellers’ right, title and
interest in and to the Easements (other than those which are assigned or partially
assigned  to  Buyer  pursuant  to  other  Transaction  Documents)  (the  “Easement
Instruments”),  duly  executed  by  Sellers,  as  applicable,  and  duly  notarized  in
recordable form for recordation in McDowell County, West Virginia, and Tazewell
County, Virginia, as applicable;
(d) an  assignment  and  assumption  agreement,  in  form  and  substance  reasonably
satisfactory to both Buyer and Sellers, assigning the Purchase Permits from Sellers
to Buyer subject to the final approval of all applicable Governmental Agencies, (the
“Assignment of Permits”),  duly executed by Sellers, as applicable;
(e) an  assignment  and  assumption  agreement,  in  form  and  substance  reasonably
satisfactory to  both  Buyer and Sellers, assigning the Railroad Agreements  from
Sellers to Buyer (the “Assignment of Railroad Agreements”), duly executed by
Sellers, as applicable;
(f) an  assignment  and  assumption  agreement,  in  form  and  substance  reasonably
satisfactory  to  both  Buyer  and Sellers,  assigning  the  Purchased  Contracts  from
Sellers to Buyer (the “Assignment of Contracts”),  duly executed by Sellers, as
applicable;
(g) an  assignment  and  assumption  agreement,  in  form  and  substance  reasonably
satisfactory to both Buyer and Sellers, assigning the Warranty Rights from Sellers
to Buyer (the “Assignment of Warranty Rights”), duly executed by Sellers, as
applicable;
(h) a  bill  of  sale,  in  form  and  substance  reasonably  satisfactory  to  both  Buyer  and
Sellers,  transferring  and  conveying  the  Tangible  Personal  Property  and  the
Purchased Books and Records from Sellers to Buyer, free and clear of any Liens or
Encumbrances    (other  than  Permitted  Liens  and  Permitted  Encumbrances)  (the
“Bill of Sale”), duly executed by Sellers, as applicable;
(i) a permit operating agreement, in form and substance reasonably satisfactory to both
Buyer and Sellers, giving Buyer the right to operate under the Purchased Mining 





	
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Permits during the Transfer Period as contemplated in Section 7.5 (the “Permit
Operating Agreement”), duly executed by Sellers;
(j) a  partial  assignment  and  assumption  of  the  MCSA,  in  form  and  substance
reasonably  satisfactory  to  both  Buyer  and  Sellers  (the  “MCSA  Partial
Assignment”), duly executed by Coronado IV and Buchanan;
(k) a memorandum of the MCSA Partial Assignment, in form and substance reasonably
satisfactory  to  both  Buyer  and  Sellers  (the  “MCSA  Partial  Assignment
Memorandum”),  duly  executed  by  Coronado  IV  and  Buchanan,  and  duly
notarized in recordable form for recordation in McDowell County, West Virginia,
and Tazewell County, Virginia;
(l) a partial assignment and assumption of each of the Harman Leases, in form and
substance reasonably satisfactory to both Buyer and Sellers (the “Harman Leases
Partial Assignment”), duly executed by Sellers; provided, that the Harman Leases
Partial Assignment shall address (i) the proration of the minimum rental or royalty
requirements  under  the  Harman  Leases,  (ii)  the  recoupment  rights  pertaining
thereto, amongst Buyer and Sellers, as applicable, and (iii) the bifurcation of the
tax reimbursements owed to the lessors thereunder, in each case, on a reasonable
basis  mutually  acceptable  to  Buyer  and  Sellers  in  good  faith,  based  on  their
respective leased mining rights thereunder;
(m) an  assignment  and  assumption  agreement,  in  form  and  substance  reasonably
satisfactory to both Buyer and Sellers, assigning to Buyer the Berwind Lease, the
Coal Reserves leased by any Seller pursuant thereto and any and all other rights
and  interests  leased  by  any  Seller  Pursuant  thereto  (the  “Berwind  Lease
Assignment”);
(n) written wire instructions for a bank account designated by Seller for its receipt of
Buyer’s payment of the Base Purchase Price;
(o) a duly-executed certificate of the Secretary (or equivalent officer or manager) of
each Seller certifying as to (i) the resolutions of the board of directors (or managers)
and the owner of such Seller and the board of directors of such Seller’s ultimate
corporate parent, which authorize the execution, delivery and performance of this
Agreement  and  the  other Transaction  Documents  and  the  consummation  of  the
transactions contemplated herein and therein and (ii) the names and signatures of
the officers (or managers) of such Seller authorized to sign this Agreement and the
other Transaction Documents;
(p) the Allocation Schedule (if required by the Code);
(q) the Seller Insurance Schedule;
(r) true and correct copies of duly-filed UCC-3 financing statement terminations or
amendments releasing each of the Liens on Purchased Assets set forth on Schedule
4.23; and
(s) such other customary instruments of transfer or assumption, filings or documents,
in form and substance reasonably satisfactory to Buyer, as may be required to give
effect to or evidence the transactions contemplated by this Agreement.   





	
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Section 3.3. Closing Deliverables of Buyer.  Subject to the terms and conditions of
this Agreement, at the Closing, Buyers shall deliver to Sellers the following:
(a) the Special Warranty Deeds, duly executed by Buyer and duly notarized in recordable
form  for  recordation  in  McDowell  County,  West  Virginia,  and  Tazewell  County,
Virginia, as applicable;
(b) the Assignment of Leases, duly executed by Buyer and duly notarized in recordable
form  for  recordation  in  McDowell  County,  West  Virginia,  and  Tazewell  County,
Virginia, as applicable;
(c) the Easement Instruments, duly executed by Buyer and duly notarized in recordable
form  for  recordation  in  McDowell  County,  West  Virginia,  and  Tazewell  County,
Virginia, as applicable;
(d) the Assignment of Permits, duly executed by Buyer;
(e) the Assignment of Railroad Agreements, duly executed by Buyer;
(f) the Assignment of Contracts, duly executed by Buyer;
(g) the Assignment of Warranty Rights, duly executed by Buyer:
(h) the Bill of Sale, duly executed by Buyer;
(i) the Permit Operating Agreement, duly executed by Buyer;
(j) the MCSA Partial Assignment, duly executed by Buyer;
(k) the  MCSA  Partial  Assignment  Memorandum,  duly  executed  by  Buyer  and  duly
notarized in recordable form for recordation in McDowell County, West Virginia, and
Tazewell County, Virginia;
(l) the Harman Leases Partial Assignment, duly executed by Buyer;
(m) the Berwind Lease Assignment, duly executed by Buyer;
(n) the Base Purchase Price, by wire transfer of immediately available funds to the bank
account designated by Sellers in the written wire instructions provided to Buyer in
accordance with Section 3.2(n);
(o) a  duly-executed  certificate  of  the  Secretary  (or  equivalent  officer  or  manager)  of
Buyer certifying as to (i) the resolutions of the board of directors (or managers) and
the owner of Buyer and the board of directors of Buyer’s ultimate corporate parent,
which authorize the execution, delivery and performance of this Agreement and the
other  Transaction  Documents  and  the  consummation  of  the  transactions
contemplated herein and therein and (ii) the names and signatures of the officers (or
managers)  of  Buyer  authorized  to  sign  this  Agreement  and  the  other  Transaction
Documents; and
(p) the Allocation Schedule (if required by the Code); and
(q) such other customary instruments of transfer or assumption, filings or documents, in
form and substance reasonably satisfactory to Sellers, as may be required to give
effect to or evidence the transactions contemplated by this Agreement.   





	
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ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller represents and warrants to Buyer as of the date hereof and as of the Closing
Date (other than representations and warranties that are made as of a specific date which are made
only as of such date) as follows:
Section 4.1. Organization of Sellers.  Each Seller is a limited liability company duly
organized, validly existing and in good standing under the Laws of the State of Delaware.  Each
Seller is duly qualified to conduct business in, and is in good standing under the Laws of, the State
of West Virginia and the Commonwealth of Virginia.
Section 4.2. Authority  of  Sellers.   The  execution  and  delivery  by  Sellers  of  this
Agreement and all of the other Transaction Documents to which Seller is a party, the performance
by Sellers of their obligations hereunder and thereunder, and the consummation by Sellers of the
transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
or  company  actions  on  the  part  of  Sellers.  This  Agreement  and  the  Transaction  Documents
constitute legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance
with  their  respective  terms,  except  as  such  enforceability  may  be  limited  by  bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and
by general principles of equity.
Section 4.3. No Conflicts or Violations.  Except as set forth on Schedule 4.3,  neither
the execution and delivery of this Agreement or any of the other Transaction Documents by Sellers,
the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of the
terms and compliance with the provisions hereof and thereof, will, directly or indirectly (with or
without notice of lapse of time or both):  (a) contravene, conflict with or result in a violation of (i)
any provision of the articles of organization or operating agreement of Sellers or (ii) any resolution
or consent adopted by the managers or members, as applicable, of Sellers; (b) contravene, conflict
with or result in a violation of any Law or Order applicable to Sellers or any of the Purchased
Assets  or  give  any  Governmental  Authority  or  other  Person  the  right  to  challenge  any  of  the
transactions contemplated by this Agreement or the other Transaction Documents; (c) result in the
imposition or creation of any Lien (other than a Permitted Lien) or Encumbrance (other than a
Permitted Encumbrance) upon the Purchased Assets, or otherwise have a Material Adverse Effect
upon any of the Purchased Assets; or (d) violate, conflict with or result in a breach or termination
of, or otherwise give any Person additional rights or compensation (including severance payment
obligations) under, or the right to terminate or accelerate, or constitute a default under the terms of
any note, deed, mortgage, Contract or oral understanding to which any Seller is a party or by which
any of the Purchased Assets are bound.
Section 4.4. Required Consents.  Other than the Consents identified on Schedule 4.4
(collectively, the “Required Consents”) or any  filings  or notices  required to  be submitted by
Buyer to any Governmental Authority following the Closing in connection with the transfer of the
Purchased  Mining  Permits  from  Sellers  to  Buyer,  neither  the  execution  and  delivery  of  this
Agreement  and  the  other  Transaction  Documents,  the  consummation  of  the  transactions
contemplated  hereby  and  thereby,  nor  the  fulfilment  of  the  terms  and  compliance  with  the
provisions hereof and thereof, will, directly or indirectly (with or without notice or lapse of time
or  both),  require  any  Consents  of  third  parties,  including,  without  limitation,  any  Consents  of
lessors, lenders or Governmental Authorities.   





	
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Section 4.5. Title to Purchased Assets.  Except as set forth on Schedule 4.5, after giving
effect to the CONSOL Corrective Deeds, Sellers warrant specially title to, or valid and, to Sellers’
Knowledge, enforceable leasehold interests in, as applicable, all of the Purchased Assets, free and
clear of any Liens and Encumbrances (other than Permitted Liens and Permitted Encumbrances).
Section 4.6. Owned Real Property.
(a) Warranty of Title to Owned Real Property.  By the Special Warranty Deeds, Sellers
will convey unto Buyer, and will warrant Specially unto Buyer, good and marketable
title in and to all of the Owned Surface Tracts and Owned Coal Reserves, free and
clear  of  all  Liens  and  Encumbrances  (other  than  Permitted  Liens  and  Permitted
Encumbrances).
(b) Owned  Real  Property  Listing;  Source  Deeds.    To  Sellers’  Knowledge, Schedule
2.1(a) and Schedule 2.1(b), as applicable, contain a complete list of all of the tracts or
parcels of the Owned Surface Tracts and Owned Coal Reserves, with reference to the
Source Deed pursuant to which Sellers acquired the same.  Sellers have furnished to
Buyer  true  and  complete  copies  of  all  of  the  Source  Deeds  (including,  without
limitation, the CONSOL Source Deeds).
(c) Owned Surface Tracts.  To Sellers’ Knowledge, (i) the Owned Surface Tracts include,
without limitation, the Specified Surface Tracts, and (ii) no Person (other than Sellers)
has  any interest,  option, first  refusal  or  first  opportunity right  with  respect  to  any
portion of the Owned Surface Tracts.
(d) Owned Coal Reserves. To Sellers’ Knowledge, (i) the Owned Coal Reserves include,
without  limitation,  the  Specified  Coal  Reserves,  together  with  the  Source  Deed
Mining Rights set forth in the CONSOL Source Deeds, which are appurtenant thereto,
and (ii) no Person (other than Sellers) has any interest, option, first refusal or first
opportunity right with respect to any portion of the Owned Coal Reserves.
(e) Eminent Domain; Absence of Certain Encumbrances.  There are no actions in eminent
domain or other similar customs pending or, to Sellers’ Knowledge threatened against
the  Owned  Surface  Tracts  or  the  Owned  Coal  Reserves.    Except  as  set  forth  on
Schedule 4.6(e), no Seller has granted any Person any lease, sublease, right of entry,
license or other right to enter onto, possess or use any of the Owned Real Property.
(f) Compliance with Instruments and Certain Laws.  To Sellers’ Knowledge, the present
use  and  operation  of  the  Owned  Real  Property  by  Sellers  does  not  violate  any
instrument of record or any Contract or agreement affecting the Owned Real Property.
No Seller has received any written notice of violation or written claimed violation of
any  applicable  building,  zoning,  subdivision  or  other  land  use  or  similar  Law  in
connection with the use or operation of the Owned Real Property.
(g) CONSOL Source Deeds and Exceptions Instruments.  Sellers have furnished to Buyer
true and complete copies of all of the deeds and other instruments referenced in the
CONSOL  Source  Deeds,  including,  without  limitation,  those  referenced  on  the
schedules or exhibits attached to the CONSOL Source Deeds.

 





	
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Section 4.7. Leased Real Property.
(a) Leases and Lease Modification Instruments. To Sellers’ Knowledge, Schedule 2.1(c)
and Schedule 2.1(d), as applicable, contain a complete list of all of the Coal Leases
and  Surface  Leases  and  all  amendments,  supplements,  assignments,  partial
assignments and other modifications relating thereto.  Sellers have furnished to Buyer
true  and  complete  copies  of  all  of  the  Coal  Leases  and  Surface  Leases  and  all
amendments, supplements, assignments, partial assignments and other modifications
relating thereto.
(b) Enforceability of Leasehold Interests.  To Sellers’ Knowledge, all of the Leases are
binding,  enforceable  and  in  full  force  and  effect  and  have  not  expired  or  been
terminated.  Except as set forth on Schedule 4.7(b), since March 31, 2016, Sellers
have been paying all annual rentals and minimum royalties which are payable under
each of the Leases.
(c) Leased Surface Tracts.  To Sellers’ Knowledge, the Leased Surface Tracts include,
without limitation, the tracts or parcels of land shown striped with pink (or magenta)
and white diagonal lines on the Amonate Surface Tracts Map.
(d) Leased Coal Reserves.  To Sellers’ Knowledge, the Leased Coal Reserves include,
without limitation, with respect to each of the tracts or parcels of land shown colored
in light blue on the Amonate Coal Reserves Map, the coal seams expressly leased to
the applicable lessee under the Coal Lease referenced in such tract or parcel of land
(other than Excluded Seller Coal Reserves), together with the appurtenant mining and
other rights leased to the lessee thereunder.
(e) Compliance with Leases.  No Seller is in breach or default of any royalty, rental or
other payment obligation under any of the Leases, including, without limitation, tax
reimbursement obligations.  Sellers are in compliance in all material respect with all
of the non-monetary obligations of Sellers under each of the Leases.  To the extent
required under the Leases or by Laws, Sellers have paid in full all ad valorem property
Taxes and other assessments levied on any of the Leased Real Property that have
heretofore  become  due,  and  there  are  no  agreements  for  payment  to  be  deferred
beyond the statutory due date in connection therewith.  Neither the execution and
delivery of this Agreement and the other Transaction Documents by Sellers, nor the
performance  of  Sellers’  obligations  hereunder  or  thereunder,  constitutes  or  will
constitute a breach, default or event of default under any of the Leases, or give any
Person the right to terminate any of the Leases, upon receipt of all Required Consents
pertaining thereto.
(f) Eminent  Domain  and  Absence  of  Certain  Encumbrances.    Except  as  set  forth  on
Schedule 4.7(f), (i) there are no actions in eminent domain or other similar customs
pending or,  to  Sellers’  Knowledge,  threatened,  against  any  of  the  Leased  Real
Property and (ii) no Seller has granted any Person any sublease, right of entry, license
or other right to enter onto, possess or use any of the Leased Real Property.
Section 4.8. Easements.  Except as set forth on Schedule 4.8, the Easements include all
of the easements, rights of way, rights of entry and similar access rights of Sellers relating to the
Purchased Assets.  To Sellers’ Knowledge, each of the Easements is valid and enforceable and 





	
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assignable  or  transferable.    Sellers  have  the  right  to  assign,  transfer  or  convey  to  each  of  the
Easements (including all of Sellers’ rights thereunder) to Buyer without the Consent of any third
party.
Section 4.9. Railroad  Agreements.   All  of  the  Railroad  Agreements are  valid,
enforceable and in full force and effect and have not expired or been terminated.  The Railroad
Agreements include all of the rights of Sellers to utilize or ship coal on any rail (including side
tracks) of Norfolk Southern Railway Company or any of its Affiliates at or from the Mine Complex
or in the vicinity thereof.  Sellers have the right to assign and transfer the Railroad Agreements
(including all of the rights of Sellers thereunder) to Buyer without any Consent of any third party
other than the Required Consent of Norfolk Southern Railway Company.
Section 4.10. Purchased Permits.
(a) Schedule 4.10(a) contains a list and description of all of the Purchased Permits which
constitute Mining Permits (collectively, the “Purchased Mining Permits”).
(b) With  the  exception  of  the  Excluded  Permits,  the  Purchased  Permits  (including,
without limitation, the Purchased Mining Permits) include all of the Permits owned
or held by any Seller in connection with any of the Purchased Assets or the Amonate
Mine  Complex.    Except as  set  forth  on Schedule  4.10(b),  the  Purchased  Permits
(including,  without  limitation,  the  Purchased  Mining  Permits)  include  all  of  the
Permits (including, without limitation, Mining Permits) required in order to own, hold
and operate the Purchased Assets, including, without limitation, the Preparation Plant
and the Existing Mines.
(c) Each of the Purchased Permits (including, without limitation, each of the Purchased
Mining Permits) is validly issued and in full force and effect.  All applications for
renewal of each of the Purchased Permits (including, without limitation, each of the
Purchased  Mining  Permits)  that  are  required  under  applicable  Laws  have  been
submitted  on  a  timely  basis  to  the  extent  required  to  support  ongoing  or  planned
operations, which applications are reasonably expected to be granted prior to the time
such authorizations are required to be obtained.  To Sellers’ Knowledge, Sellers have
all of the necessary rights to hold and operate under each of the Purchased Mining
Permits.
(d) Except as set forth on Schedule 4.17 and Schedule 4.18, (i) to Sellers’ Knowledge, no
Seller is in default or violation in any material respect, and no event has occurred
which, with notice or the lapse of time or both, would constitute a default or violation
in any material respect, of any term, condition or provision of any Purchased Permit,
in either instance which has not been abated or resolved, (ii) to Sellers’ Knowledge,
there are no facts or circumstances that could form the basis for any such default or
violation, (iii) there is no pending or, to Sellers’ Knowledge, threatened termination,
revocation, cancellation or suspension, or any adverse modification of any Purchased
Permit,  (iv)  none  of  the  Purchased  Permits  have  expired,  and  (v)  no  Seller  has
received  any  written  notice  from  any  Governmental  Authority  that  any  of  its
properties, facilities, equipment, operations or business procedures or practices fails
to comply with any of the Purchased Permits.   





	
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(e) Schedule 4.10(e) separately identifies all Permits relating in any way to any of the
Purchased Assets submitted by any Seller to a Governmental Authority for issuance,
amendment,  renewal  or  revision  but  not  finally  resolved  by  such  Governmental
Authority.  Each of the Permits listed on Schedule 4.10(e) is a Purchased Permit.
There are no Proceedings pending, or to Sellers’ Knowledge threatened, challenging
any  application  for  the  issuance,  amendment,  renewal  or  revision  of  any  such
Purchased Permit.
Section 4.11. Purchased Contracts.
(a) With the exception of the Excluded Contracts, the Leases, the Railroad Agreements
and the Easements, the Purchased Contracts include all Contracts to which any Seller
or any of its Affiliates are a party which in any way benefit or have an effect on any
of the Purchased Assets or any other Amonate Mine Complex Assets.  Except as set
forth on Schedule 4.11(a), Sellers have furnished to Buyer true and complete copies
of all of the Purchased Contracts, including any amendments thereto or modifications
thereof.
(b) Schedule 4.11(b) sets forth each of the following Contracts of Sellers, to the extent
that  such  Contracts  relate  to  or  affect  any  of  the  Purchased  Assets  or  any  other
Amonate Mine Complex Assets (other than the Leases, the Railroad Agreements and
the  Easements)  (collectively,  the  “Material  Contracts”),  by  reference  to  the
applicable subsection of this Section 4.11(b):
(i) any  Contracts  that  govern  the  borrowing  of  money  or  the  guarantee  or  the
repayment  of  Indebtedness  or  granting  of  Liens  on  any  Purchased  Assets
(including  any  such  Contract  under  which  any  Seller  has  incurred  any
Indebtedness);
(ii) any  Contracts  that  contain  covenants  limiting  the  freedom  of  any  Seller  to
compete in any line of business or with any Person or in any geographic area or
market;
(iii) any Contracts that are with another Seller, any Affiliate of any Seller or any
directors, officers, employees, or equityholders of any Seller or its Affiliates;
(iv) any Contracts that provide for the purchase, maintenance or acquisition, or the
sale or furnishing, of materials, supplies, merchandise or equipment (including
computer hardware or software) or other property or services pursuant to which
any  Seller  will  make  payments  in  excess  of  $50,000  per  annum  or  receive
payments in excess of $50,000 per annum;
(v) any  Contracts  that  grant  to  any  Person  a  first-refusal,  first-offer  or  similar
preferential right to purchase or acquire any Purchased Asset;
(vi) any Contracts that pertain to the purchase of real property or equipment or other
personal property;
(vii) any Contracts that provide for any offset, countertrade or barter arrangement;
(viii) any  Contracts  that  involve  any  distributor,  sales  representative,  broker  or
advertising arrangement;  





	
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(ix) any  Contracts  that  involve  a  joint  venture,  affiliation  or  joint  development
arrangement;
(x) any Contracts that are with any Governmental Authority (other than Permits
and Orders);
(xi) any Contracts that involve management services, consulting services, support
services  or  any  other  similar  services  (including  service  agreements  under
which  any  Seller  is  required  to  provide  services  to  insurers,  self-insured
employees or other similar Person) or any governmental or private health plan
or managed care plan;
(xii) any Contracts that involve the acquisition of any business enterprise whether
via stock or asset purchase or otherwise;
(xiii) any Contracts that provide for indemnification of any Person;
(xiv) any Contracts that provide for payments of any kind based on coal production,
the sale of coal, or the transportation of coal;
(xv) any Contracts that relate to the sale or transfer of any of the Purchased Assets
(other than this Agreement and the other Transaction Documents);
(xvi) any Contract to which Buyer or any of its Affiliates is a party or otherwise
involving Buyer or any of its Affiliates; and
(xvii) any other Contracts not disclosed in items (i) through (xv) above that involve
potential aggregate consideration or potential aggregate Liability in excess of
$50,000 or were not made in the Ordinary Course of Business.
(c) Except as set forth on Schedule 4.11(c), all of the Material Contracts are Material
Purchased  Contracts.    To  Sellers’  Knowledge,  each  of  the  Material  Purchased
Contracts and other Purchased Contracts is in full force and effect, and is a valid and
binding obligation of one or more Seller, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium, or other laws relating to or affecting the enforcement of creditors’ rights
and remedies generally, except as enforcement may be limited by general principles
of equity and except to the extent such Purchased Contract has expired in accordance
with its terms.
(d) Except as noted on Schedule 4.11(d), (i) no Seller or, to Sellers’ Knowledge, any
other party thereto, is in default under or in violation of any of the Purchased Contracts
in any material respect, (ii) no Seller has received any written notice claiming that
any Seller has committed any default or violation with respect to any of the Purchased
Contracts or indicating the desire or intention of any party thereto to amend, modify,
rescind or terminate the same as a result of such default or violation that has not been
cured, (iii) to Sellers’ Knowledge, no event has occurred which, with notice or lapse
of  time  or  both,  would  constitute  a  material  default  or  violation  of  any  of  the
Purchased  Contracts;  and  (iv)  no  Seller  has  released  any  right  under  any  of  the
Purchased Contracts.
 





	
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Section 4.12. Warranty Rights.  Except as set forth on Schedule 4.12, (i) the Warranty
Rights include all of Sellers’ rights under warranties, indemnities and similar rights against third
parties in any way relating to any of the Purchased Assets or any of the other Amonate Mine
Complex Assets and (ii) all of the Warranty Rights are still in effect and are valid, enforceable and
transferrable or assignable.
Section 4.13. Tangible Personal Property. Sellers have good and valid title in and to,
and the Bill of Sale will convey unto Buyer good and valid title in and to, all of the Tangible
Personal Property, free and clear of all Liens and Encumbrances (other than Permitted Liens and
Permitted Encumbrances).
Section 4.14. Purchased Books and Records.
(a) Sellers have furnished or made available to Buyer true and complete copies of all of
the Purchased Books and Records.  Without limiting the foregoing:
(i) Sellers  have  made  available  to  Buyer  all  information  pertaining  to  drilling
programs, geological data and core samples in its possession or under its control
that pertain to the Owned Real Property (including the Owned Coal Reserves)
or the Leased Real Property (including the Leased Coal Reserves).  Sellers have
made available to Buyer all studies in its possession of the coal quality of the
Owned  Coal  Reserves  or  the  Leased  Coal  Reserves  and  all  updates  to  such
studies that (i) were prepared by, or at the request of, any Seller or (ii) are in the
possession of, or under the control of, any Seller.
(ii) Sellers  have  made  available  to  Buyer  true  and  complete  copies  of  all  other
geological  surveys  and  data,  logs,  test  hole  locations,  reserve  data,  coal
measurements, lithologic data, coal reserve calculations, mine plans, adjacent,
above, below, and/or abandoned mines information, equipment productivity and
cost  data,  engineering  studies,  seismic  records,  shot  points,  field  notes,
interpretations  and  programs  and  all  other  seismic,  technical,  geological  and
geophysical information, data, reports and studies relating in any way to any of
the Purchased Assets (including the Owned Real Property and the Leased Real
Property) that (i) were prepared by, or at the request of any Seller or (ii) are in
the possession of, or under the control of, any Seller.
(b) All of the Purchased Books and Records are assignable or transferable, and Sellers
have the right to assign or transfer all of the Purchased Books and Records to Buyer
without the Consent of any third party, including, without limitation, any Affiliate of
any Seller.
Section 4.15. Litigation.  Except as set forth on Schedule 4.15, there is no instance in
which any Seller or any of the Purchased Assets is (a) subject to any unsatisfied Order relating to
or in connection with any of the Purchased Assets, or (b) a party or subject to, or, to Sellers’
Knowledge, threatened to be made a party or subject to, any Proceeding relating to or in connection
with any of the Purchased Assets.  To Sellers’ Knowledge, no event has occurred or circumstances
exist that could give rise to or serve as a basis for the commencement of any Proceeding to which
any Seller could be a party or to which any of the Purchased Assets may become subject.  There
is no Order and no Proceeding pending or, to Sellers’ Knowledge, threatened that questions the
validity of this Agreement, any of the other Transaction Documents or any of the transactions 





	
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contemplated hereby or thereby, or that would give any Person the right to enjoin or rescind the
transactions contemplated by this Agreement or any of the other Transaction Documents, or would
otherwise prevent any Seller from complying with the terms of this Agreement.  None of the items
set forth on Schedule 4.15 (or required to be set forth on Schedule 4.15), if adversely determined,
could  reasonably  be expected to  have a Material Adverse Effect.   No Seller has  received any
written notice from any Person regarding any actual or alleged violation of, or failure to comply
with, any term or requirement of any Order to which any Seller or any of the Purchased Assets is
or has been subject.  No Seller intends to commence a Proceeding relating to any of the Purchased
Assets, nor has any event occurred or circumstances exist that could give rise to or serve as a basis
for the commencement by any Seller of any such Proceeding.
Section 4.16. Compliance with Laws.  Except as set forth on Schedule 4.16, Schedule
4.17 and Schedule  4.18,  Sellers  and  the  Purchased  Assets  (including,  without  limitation,  the
Preparation Plant and the Existing Mines) are in compliance, in  all material  respects,  with  all
applicable Laws and Orders applicable to any of the Purchased Assets as they pertain to any of the
Purchased Assets or the ownership, occupation or use thereof.  No Seller has received any written
notice of or been charged with the violation of any Laws relating to or in connection with any of
the Purchased Assets.  No Seller has received written notice that it is under investigation with
respect to the violation of any Laws relating to or in connection with any of the Purchased Assets,
and, to Sellers’ Knowledge, there are no facts or circumstances which could form the basis for any
such violation.  To Sellers’ Knowledge, no proposed Order exists that would be applicable to any
Seller or any of the Purchased Assets which would have a Material Adverse Effect.
Section 4.17. Mining and Environmental Matters.   Except  as  expressly set  forth  on
Schedule 4.17:
(a) To  Sellers’  Knowledge,  each  Seller  is,  and  since  March  31,  2016,  has  been,  in
compliance in all material respects with all Mining Laws and Environmental Laws in
respect of all of the Purchased Assets except with respect to violations that have been
abated  or  resolved.    To  Sellers’  Knowledge,  the  Purchased  Assets  are,  and  since
March 31, 2016, have been, in compliance in all material respects with all Mining
Laws and Environmental Laws except with respect to violations that have been abated
or resolved.  Sellers have obtained, and are in compliance in all material respects with,
all Mining Permits required for the ownership, occupation, operation and use of each
of  the  Purchased  Assets  in  accordance  with  all  Mining  Laws  and  Environmental
Laws, and all such Mining Permits are valid and in full force and effect.
(b) There are no past, pending nor threatened Environmental Claims, Mining Claims or
other actions to deny, revoke or terminate any Mining Permits possessed or applied
for by any Seller in connection with any of the Purchased Assets, and there has not
been any such Environmental Claim or Mining Claim in the past five years except
with respect to violations that have been abated or resolved.  Except as set forth on
Schedule 4.17, to Sellers’ Knowledge, there are no polychlorinated biphenyls or any
asbestos  or  asbestos  containing  materials  located  on,  under  or  within  any  of  the
Purchased  Assets,  and  no  Seller  has  sold  from  any  of  the  Purchased  Assets,  or
pursuant to any operations conducted in connection therewith, any product containing
asbestos or that utilizes  or incorporates  asbestos containing  materials  in  any  way.
There are no pending Environmental Claims or, to Sellers’ Knowledge, threatened
Environmental Claims against any Seller or any of the Purchased Assets.  None of the 





	
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Purchased Assets is subject to any outstanding Order under any Environmental Law
or  Mining  Law,  and  no  Seller  is  subject  to  any  outstanding  Order  under  any
Environmental  Law  or  Mining  Law  in  connection  with  or  relating  to  any  of  the
Purchased Assets.  No Seller has Released any Hazardous Substances, and, to Sellers’
Knowledge,  there  has  been  no  Release  or  threatened  Release  of  any  Hazardous
Substances, on or at any of the Owned Real Property or Leased Real Property in a
manner  that  would  reasonably  be  expected  to  result  in  Liability  under  any
Environmental Law or Mining Law except pursuant to, and in compliance with, a
Permit.  To Sellers’ Knowledge, there are no existing facts, circumstances, conditions
or occurrences that could reasonably be expected to give rise to any Environmental
Claims or Mining Claims against any Seller or any of the Purchased Assets which
could reasonably be expected to result in a Material Adverse Effect.
(c) No Seller or, to Sellers’ Knowledge, any other Person has located, any underground
storage tanks on any of the Owned Real Property or Leased Real Property.  Except
for  the  disposal  of  coal  refuse  and  other  substances  in  compliance  with  Mining
Permits or Environmental Permits, and Environmental Laws and Mining Laws, (i) no
Seller  has  placed  any  regulated  waste  products  or  byproducts  in  any  pit  or  other
location  on  any  of  the  Owned  Real  Property  or  the  Leased  Real  Property  or  any
surface  properties  pertaining  thereto,  and (ii)  to  Sellers’  Knowledge,  no  regulated
waste products or byproducts have been placed in any pit or other location on any of
the  Owned  Real  Property  or  the  Leased  Real  Property  or  any  surface  properties
pertaining thereto.  There are no active, and to Sellers’ Knowledge, have been no,
landfills or coal refuse disposal areas located at, on, in or under the any of the Owned
Real Property or Leased Real Property, except pursuant to and in compliance with the
Purchased Permits or Permits of predecessor owners or operators of such real property
pursuant to Environmental Laws and Mining Laws.
(d) Except as set forth on Schedule 4.17, (i) all past violations of Environmental Laws or
Mining Laws by any Seller with respect to the Purchased Assets have been resolved
with no ongoing or outstanding obligations of any kind and (ii) to Sellers’ Knowledge,
all past violations of Environmental Laws or Mining Laws by any other Person with
respect to the Purchased Assets have been resolved with no ongoing or outstanding
obligations of any kind.
(e) To Sellers’ Knowledge, no Contamination exists on, about, above, under or beneath
any of the Owned Real Property or Leased Real Property which could give rise to a
material  Environmental  Liability  except  pursuant  to,  and  in  compliance with,  a
Permit.  To Sellers’ Knowledge, none of the Owned Real Property or Leased Real
Property  has  any  associated  acid  mine  drainage,  other  than  any  such  acid  mine
drainage  which  is  currently  receiving  treatment  to  the  extent  required  by
Environmental Laws and Mining Laws and for which there are, and have been, no
Environmental Claims or Mining Claims.
(f) No Seller has received written notice of or has Knowledge of:
(i) any  claim,  demand,  information  request,  investigation,  enforcement  action,
Environmental Liability, statutory Lien or other action instituted or threatened
against any Seller or any of the Purchased Assets by a Governmental Authority 





	
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pursuant  to  any  Environmental  Law  or  Mining  Law  except  with  respect  to
violations that have been abated or otherwise resolved;
(ii) any claim, demand notice, suit or action, made or threatened by any Person or
entity against any Seller or any of the Purchased Assets, relating to (A) actual or
alleged Contamination at, on, about, above, beneath or arising from any of the
Owned Real Property or Leased Real Property, or (B) any alleged violation of
Environmental Laws or Mining Laws by any Seller or any Seller’s predecessors-
in-interest  in  and  to  the  Owned  Real  Property  or  the  Leased  Real  Property,
except with respect to violations that have been abated or otherwise resolved; or
(iii) any communication to or from any Governmental Authority arising out of or in
connection  with  actual  or  alleged  Contamination  under,  on,  about,  above  or
beneath  the  Owned  Real  Property  or  Leased  Real  Property,  or  arising  in
connection  with  the  ownership,  occupancy,  use  or  operation  of  any  of  the
Purchased Assets, including without limitation, any notice of violation, citation,
complaint, order, directive, request for information or response thereto, notice
letter, demand letter or compliance schedule, except with respect to violations
that have been abated or otherwise resolved.
(g) No  Hazardous  Substances  generated  by  any  Seller,  or,  to  Sellers’  Knowledge,
generated  by  any  Seller’s  predecessors-in-interest  in and  to  any  of  the  Purchased
Assets, have ever been directly or indirectly sent, transferred, transported to, treated,
stored or disposed of at any site identified by a Governmental Authority as requiring
or recommended for environmental investigation or cleanup.
(h) None of the Owned Real Property or Leased Real Property has been identified by any
Governmental  Authority  as  requiring  or  recommended  for  environmental
investigation or cleanup other than Reclamation required in connection with a Mining
Permit since March 31, 2016, or, to Sellers’ Knowledge, prior thereto.
(i) No Seller has assumed, undertaken or otherwise become subject to any Liability of
any other Person, by contract or operation of law, relating to or arising under any
Environmental Law or Mining Law in connection with any of the Purchased Assets,
including any related to any Contamination or Remedial Action, except as may be set
out in the Excluded Permits or the Purchased Permits.
(j) Sellers have provided Buyer with copies of all documents, records and information in
any Seller’s possession or control related to any of the Purchased Assets concerning
Environmental Liabilities or potential Liability under Mining Laws or Environmental
Laws.   There  have  been  no  material  environmental  investigations, studies,  audits,
reviews or other analyses conducted by any Seller in relation to any of the Purchased
Assets  which  disclose  any  potential  basis  for  Environmental  Claims  or  Mining
Claims.
(k) All Reclamation  performed  by  or  on  behalf  of  any  Seller  in  connection  with  the
Purchase Assets, and, to Sellers’ Knowledge, all Reclamation performed by or on
behalf of all predecessors-in-interest of any Seller in connection with the Purchased
Assets, has been performed in a manner that complies with the requirements of all
applicable Mining Permits and all Mining Laws and Environmental Laws.   





	
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(l) The Liability for mine closing and reclamation obligations recorded on any balance
sheet of Sellers provided to Buyer has been properly accrued in accordance with the
requirements of Financial Accounting Standards Board Codification Topic 410, Asset
Retirement and Environmental Obligations, formerly known as Financial Accounting
Standard No. 143 (“FASB 410”), and the amount of such Liability is equal to or in
excess of the amount of such obligations, determined on the basis of Sellers’ actual
historic reclamation and closure costs and currently planned mine life and escalated
for inflation, in accordance with FASB 410 and applicable Laws.
(m) To Sellers’ Knowledge, none of the Owned Real Property or Leased Real Property or
any surface tracts pertaining thereto constitutes tribal lands, land subject to treatment
as a National Heritage Area, burial lands or cemeteries, lands where any Seller’s valid
existing rights as defined by the SMCRA have been challenged, lands that have been
challenged as or declared unsuitable for mining under SMCRA, lands designated as
critical habitat under the Endangered Species Act or lands as to which Mining rights
are otherwise restricted or limited by Governmental Authorities or Contract.
(n) To Sellers’ Knowledge,  there are no pre-historic or historic archeological sites that
could reasonably be expected to impede the mining of the Owned Coal Reserves or
the Leased Coal Reserves, impeded the operation or use of the Preparation Plant or
restrict or limit any Mining rights pertaining to any of the Owned Real Property or
Leased Real Property.
(o) To Sellers’  Knowledge,  there  have  been  no  accidents,  explosions,  implosions,
collapses or flooding at or otherwise related to or in connection with the Preparation
Plant or any of the Existing Mines that have, directly or indirectly, resulted in (i) any
fatality, (ii) the trapping of any person in any mine for more than 24 hours or (iii) any
Environmental Claim or Mining Claim.
Section 4.18. Mine  Safety  and  Health  Matters.   No  Seller  has  received  any  written
notice  of  any  Proceedings  pending,  and  to  Sellers’  Knowledge,  there  are  no  Proceedings
threatened, by MSHA that would result in the imposition of any material Liability on any Seller
or the suspension, revocation or termination of any Purchased Permit.  Schedule 4.18 sets forth (i)
all assessments, penalties or fines, except with respect to any citations or orders issued but not yet
assessed  or  being  contested  in  good  faith,  and  (ii)  all  imminent  danger  orders,  unwarrantable
failure orders, failure to abate orders, or cessation orders, or notices of a pattern of violations under,
MSHA in respect of any of the Purchased Permits or any of the other Purchased Assets since
March 31, 2016, together with contests of any of the foregoing.  Except as set forth on Schedule
4.18, no Seller has amended or modified since March 31, 2106, any plan required by MSHA for
the operation of the Purchased Assets in their current status (each, a “Mine Safety Plan”).  Each
Seller agrees that it shall not, from the Effective Date and prior to Closing, seek to amend or modify
any such Mine Safety Plan except as may be required by MSHA.  Further, no Seller shall agree to
amend or modify any such Mine Safety Plan after the Closing as part of resolving any enforcement
actions issued by MSHA to any Seller on or prior to Closing without consulting with Buyer and
obtaining Buyer’s written consent to such amendment or modification, which consent shall not be
unreasonably withheld, conditioned or delayed.

 





	
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Section 4.19. Labor and Employment Matters.
(a) Except as set forth on Schedule 4.19(a), (i) no Seller or any of its Affiliates is a party
to, bound by or subject to, or is currently negotiating in connection with entering into,
any Collective Bargaining Agreement relating to any of the Purchased Assets, and (ii)
to  Sellers’  Knowledge,  there is  no  activity  or  proceeding  by  any  labor  union  or
organization or representative thereof to organize any current or future employees of
Sellers in respect of operations relating to any of the Purchased Assets.  Neither the
consummation of the transactions contemplated by this Agreement nor the acquisition
of the Purchased Assets by Buyer pursuant to the Transaction Documents will subject
Buyer or any of its Affiliates to any successor liability with respect to any Collective
Bargaining Agreement or entitle any Person to be employed by Buyer or any of its
Affiliates pursuant to any so-called “panel” rights.
(b) Except as set forth on Schedule 4.19(b), no Seller has any employees, and no Affiliate
of  any  Seller  has  any  employees  whose  employment  is  in  any  way related  to  the
Purchased Assets.  Since March 31, 2016, there has been no “mass layoff” or “plant
closing” as defined by the Worker Adjustment and Retraining Notification Act of
1998 (the “WARN Act”) relating to any of the Purchased Assets, and no Seller or
any of its Affiliates has been affected by any transactions or engaged in layoffs or
employment terminations sufficient in number to trigger application of the WARN
Act or any state, local or foreign law or regulation which is similar to the WARN Act.
(c) Neither  this  Agreement  or  any  of  the  other  Transaction  Documents,  the
consummation of the transactions contemplated hereby and thereby, nor the exercise,
observance or performance of any party hereto or thereto of any of its rights, remedies
or obligations hereunder or thereunder, will (i) trigger the application of the WARN
Act or any state, local or foreign law or regulation which is similar to the WARN Act
or (ii) subject Buyer or any of its Affiliates to any Liability thereunder or with respect
thereto.
(d) Each of the following is true, except, in each case, to the extent that the same would
not have any effect on Buyer after the Closing, or on any of the Purchased Assets, if
false:   (i) no Seller is party to any plan, arrangement or practice of the type described
in the definition of Employee Plans which in any way relate to any of the Purchased
Assets or have any effect on Buyer after the Closing; (ii) with respect to the Employee
Plans to which any employees of any Seller participate, all required contributions of
such Seller and its ERISA Affiliates due on or before the Closing Date shall have
been  made  or  properly  accrued  on  or  before  the  Closing  Date;  (iii)  none  of  the
Employee Plans of any Seller with respect to which any of its employees participate
are subject to Title IV of ERISA or provide for medical or life insurance benefits to
retired or former employees; and (iv)  no Seller or ERISA Affiliate of any Seller is a
participating or contributing employer in any “multiemployer plan” (as defined in
Section 3(37) of ERISA) with respect to which employees of any Seller participate,
and no Seller or ERISA Affiliate of any Seller has incurred any withdrawal liability
with respect to any such multiemployer plan or any liability in connection with the
termination  or  reorganization  of  any  such  multiemployer  plan  that  remains
unfulfilled.  





	
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(e) None of the Purchased Assets of any Seller are subject to any Lien under Section
412(n) or Section 430(k) of the Code or Section 303(k) or 4068 of ERISA.
Section 4.20. Tax Matters.
(a) To the  extent  relevant  to  the  Purchased  Assets  or  binding  upon  Buyer  after  the
Closing, all Tax Returns of each Seller with respect to any Pre-Closing Tax Period by
or on behalf of each Seller, to the extent required to be filed on or before the Closing
Date, have been timely filed in accordance with all applicable Laws.
(b) To  the  extent  relevant  to  the  Purchased  Assets  or  binding  upon  Buyer  after  the
Closing, all Tax Returns of each Seller with respect to Pre-Closing Tax Periods (i) to
Sellers’  Knowledge,  materially,  correctly  and  completely  reflect  the  income,
business, assets, operations, activities and status of such Seller, (ii) were correct and
complete in all material respects and (iii) have been prepared in accordance with all
applicable Laws in all material respects.  Except as set forth on Schedule 4.20, no
Seller is currently a beneficiary of any extension of time within which to file any Tax
Return to the extent that (i) any such Tax Return is related to any of the Purchased
Assets or (ii) such extension would in any way affect Buyer after the Closing.
(c) To the extent the failure to do so would adversely impact the Purchased Assets or be
binding upon Buyer after the Closing, each Seller has timely paid or will timely pay
to the appropriate Taxing Authority all Taxes owed by such Seller (whether or not
shown as due and payable on any Tax Return) with respect to any Pre-Closing Tax
Period, including any Liability for failure to comply with any escheat, abandoned or
unclaimed property Law.
(d) To the extent the failure to do so would adversely impact the Purchased Assets or be
binding upon Buyer after the Closing, each Seller has withheld and timely remitted
to the appropriate Taxing Authority all Taxes required to have been withheld and
remitted in connection with amounts paid or owing to any employee, independent
contractor, creditor, shareholder or other Person with respect to any Pre-Closing Tax
Period.
(e) Except as set forth on Schedule 4.20(e), no Proceeding that could adversely impact
Buyer or the Purchased Assets is now pending or, to Sellers’ Knowledge, threatened
against or with respect to any Seller or any of the Purchased Assets in respect of any
Tax.
(f) There are no Liens for Taxes other than Permitted Liens upon any of the Purchased
Assets with respect to any Pre-Closing Tax Period.
(g) No Seller has received written notice of any claim by a Governmental Authority in a
jurisdiction where Seller does not file Tax Returns that any Seller is or may be subject,
with  respect  to  any  Pre-Closing  Tax  Period,  to  taxation  by  that  jurisdiction  or
Governmental Authority, to the extent that such taxation in such jurisdiction where
Seller does not file Tax Returns might in any way affect (i) Buyer after the Closing
or (ii) any of the Purchased Assets.
(h) The total amount of ad valorem or other real property taxes assessed on the Owned
Real  Property  and the  Leased Real  Property for tax  year 2020 in  both  McDowell
County, West Virginia, and Tazewell County, Virginia, for which Sellers were or are 





	
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obligated  to  pay  directly  or  reimburse  its  lessors  under  the  Leases  was  less  than
$620,000.00 in  the aggregate.   No  written notice of  any increase in  the assessed
valuation of any of the Owned Real Property or any of the Leased Real Property has
been  received  by  any  Seller,  and  no  written  notice  of  any  contemplated  special
assessments  with  respect  thereto  has  been  received  by  any  Seller.    To  Sellers’
Knowledge, there is no threatened increase in the assessed valuation of any of the
Owned Real Property, any of the Leased Real Property or any other real property for
which any Seller is responsible for tax reimbursements under any of the Leases, and
there is no threatened assessment pertaining thereto.
(i) The total amount of personal property taxes assessed on the Purchased Assets for tax
year 2020 in both McDowell County, West Virginia, and Tazewell County, Virginia,
for which Seller is or was obligated to pay directly or reimburse its lessors under the
Leases was less than $150,000.00 in the aggregate.   No written notice of any increase
in  the  assessed  valuation  of  any  of  the  Purchased  Assets  consisting  of  personal
property has been received by any Seller, and no written notice of any contemplated
special assessments with respect thereto has been received by any Seller.  To Sellers’
Knowledge, there is no threatened increase in the assessed valuation of any of the
Purchased  Assets  consisting  of  personal  property,  and  there  is  no  threatened
assessment pertaining thereto.
Section 4.21. Intellectual  Property.   Other  than  Purchased  Permits  and  except  as
disclosed  in Schedule  4.21,  Sellers  do  not  own  any  patents,  trademarks,  trade  names,  service
marks, copyrights, domain names, know-how or other intellectual property or proprietary rights
(collectively, “Intellectual Property Rights”) in connection with the Purchased Assets.  There
are  no  Intellectual  Property  Rights  required  for  or  that  are  material  to  the  operation  of  the
Purchased Assets.  The ownership, use or operation of the Purchased Assets does not and will not
infringe on the Intellectual Property Rights of any other Person.
Section 4.22. Financial  Statements. The  only  financial  statements  to  be  delivered  by
Sellers  to  Buyer  will  be  unaudited  statements  profit  and  loss  statements  accurately  reflecting
Sellers’ annual maintenance and holding costs of the Purchases Assets since March 31, 2016.
Section 4.23. Indebtedness.   Schedule  4.23 sets  forth  a  true  and  complete  list  of  the
individual components (indicating the amount and the Person to whom such Indebtedness is owed)
of all the Indebtedness of each Seller relating to any of the Purchased Assets or which are secured
by any Lien on any of the Purchased Assets.  No Seller is in default of any payment in respect of
such Indebtedness or otherwise in breach of any of the Contracts governing such Indebtedness or
any such Liens on any of the Purchased Assets.
Section 4.24. Insurance.
(a) Prior to the Closing, Sellers shall deliver to Buyer a schedule containing a complete
and accurate list of all policies of insurance currently maintained by, or on behalf of,
any Seller relating to the Purchased Assets, setting forth the name of the insurer, the
holder of each such policy, the nature of coverage, the amount of such coverage, the
amount of any deductible or self-insured retention, the premium, and the expiration
dates thereof (such schedule, the “Seller Insurance Schedule”).  All premiums due
under the policies identified on the Seller Insurance Schedule have been paid, and no
Seller  has  received  any  written  notice  of  cancellation,  material  modification  or 





	
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termination in respect of any such policy.  Each Seller maintains and has maintained
for each of the past three (3) years, insurance policies relating to the Purchased Assets
with good and reputable insurers and with coverage customary for entities engaged
in  similar  lines  of  business.    No  Seller  has  received  written  notice  that  any  such
insurance policies are not in full force and effect, no Seller is in breach or default in
any material respect with respect to its obligations under such insurance policies, and
no Seller has ever been notified of any material breach or default under such policies
or predecessor policies.  There is no claim by any Seller pending under any of such
policies as to which coverage has been denied by the underwriters of such policies.
Each Seller is in compliance with the terms and conditions of all such policies in all
material respects under which it is the beneficiary.
(b) Sellers have disclosed to Buyer and furnished Buyer with a brief summary of each
loss  relating  to  any  of  the  Purchased  Assets  experienced  under  Sellers’  insurance
policies, or which were self-insured by Sellers, within the last three (3) years, which
statement contains the number and aggregate cost of such claims and the following
with respect to each such loss: (A) the name of the claimant; (B) a description of the
policy by insurer, type of insurance and period of coverage; and (C) the amount and
a brief description of the claim.
Section 4.25. Nature  of  Certain  Purchased  Assets;  CONSOL  Transaction
Documents.
(a) With the exception of the Excluded Assets and tangible personal property other than
the Tangible Personal Property, the Purchased Assets include all of the CONSOL
Amonate  Assets,  acquired  by  any  Seller  or  any  of  its  Affiliates  pursuant  to  or  in
connection with the CONSOL Transactions or otherwise.
(b) Sellers have furnished to Buyer (i) true and complete copies of all of the CONSOL
Transaction Documents, redacted only to the extent necessary to keep confidential
the monetary terms of the CONSOL Transactions to the extent the same are not a
matter of public record and any confidential, proprietary information unrelated to the
Purchased  Assets  or  any  other  Amonate  Mine  Complex  Assets,  and  (ii)  true  and
complete copies of all transaction documents relating the acquisition of any of the
Purchased Assets or any other Amonate Mine Complex Assets by any Seller or any
of its Affiliates apart from the CONSOL Transactions.
Section 4.26. Conduct of Business; Absence of Certain Changes.  No Seller or Affiliate
of any Seller has conducted any operations on or in connection with any of the Purchased Assets
before or since the CONSOL Transactions.  Since March 31, 2016, all business activities of Sellers
and their respective Affiliates in connection with the Purchased Assets have been conducted in the
Ordinary Course of Business, and no event, change or condition has occurred that has caused, or
could be reasonably expected to cause, a Material Adverse Effect.  Without limiting the generality
of the foregoing, since March 31, 2016, and except as set forth on Schedule 4.26, no Seller or
Affiliate of any Seller has:
(a) sold,  assigned, transferred (including transfers to  any employees,  equityholders  or
Affiliates), leased, subleased or otherwise disposed of any of the Purchased Assets or
any material assets or properties relating to any of the Purchased Assets or entered
into any Contract agreeing to do any of the foregoing;  





	
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(b) received  any  written  notice  of  any  default  under  or  termination  of  any  of  the
Purchased Contracts, any of the Leases, any of the Railroad Agreements, any of the
Easements or any of the Warranty Rights;
(c) mortgaged, pledged or factored any of the Purchased Assets or subjected any of the
Purchased Assets to any Liens or Encumbrances other than Permitted Encumbrances
or entered into any Contract agreeing to do any of the foregoing;
(d) instituted, settled or agreed to settle any Proceeding pertaining to any of the Purchased
Assets or entered into any Contract agreeing to do any of the foregoing;
(e) incurred any Liability in connection with any of the Purchased Assets except current
Liabilities for trade or business obligations incurred in connection with the purchase
of goods or services in the Ordinary Course of Business, none of which Liabilities
result in a Material Adverse Effect; or
(f) taken any action or omitted to  take any  action (or committed to take or omit any
action) that would result in the occurrence of any of the foregoing.
Section 4.27. Related  Party Transactions.   Except  as  set  forth  on Schedule 4.27, no
Related Person of any Seller (a) owes any amount to any Seller in respect of any of the Purchased
Assets  nor  does  any  Seller  owe  any  amount  (other  than  salary,  wages,  or  other  ordinary
compensation in connection with employment), including overrides, royalties or commissions, to,
nor has any Seller committed to make any loan or extend or guarantee credit to or for the benefit
of, any Related Person of any Seller, in each case, which would be binding on or have any effect
on Buyer, any of its Affiliates or any of the Purchased Assets after the Closing, (b) is involved in
any  business arrangement  or  other  relationship  with  any  Seller  (whether  written  or  oral)  in
connection with any of the Purchased Assets, (c) owns any property or right, tangible or intangible,
that is used or held in connection with any of the Purchased Assets, (d) has any claim or cause of
action relating to any of the Purchased Assets or against any Seller in connection with any of the
Purchased Assets, nor is there any basis therefor, or (e) owns any direct or indirect interest of any
kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to
or borrower from or has the right to participate in the profits of, any Person that is a supplier,
customer, landlord, tenant, creditor or debtor of any Seller in connection with any of the Purchased
Assets.
Section 4.28. Anticorruption.  No Seller, Affiliate of any Seller or any of its or their
employees, directors, agents or other Persons acting on their behalf, have, to Sellers’ Knowledge,
directly or indirectly, taken any action that would cause the Buyer or any of its Affiliates to be in
violation of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or any other
anticorruption or anti-bribery Laws (collectively with the FCPA, the "Anticorruption Laws"),
either (i) in connection with this Agreement or the any of the other Transaction Documents or the
transactions  contemplated  hereby  and  thereby  or  (ii)  otherwise  after  the  Closing.  No  Seller,
Affiliate of any Seller or any of its or their employees, directors, agents or other Persons acting on
their behalf, have, to  Sellers’ Knowledge, directly or indirectly,  corruptly  given, loaned, paid,
promised, offered or authorized payment of money or anything of value to any "foreign official"
as defined in the FCPA or, in violation of Law, to any other government official, to secure any
improper advantage or to obtain or retain business for any Person or to achieve any other purpose
prohibited by the Anticorruption Laws. Sellers and their respective Affiliates have established and 





	
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implemented reasonable internal controls and procedures intended to ensure compliance with the
Anticorruption Laws.
Section 4.29. Solvency; Sufficiency of Funds.  Immediately after giving effect to the
transactions contemplated hereby, each Seller shall be solvent and shall (a) be able to pay its debts
as they become due and (b) have adequate capital to carry on its business.  No transfer of property
is being made and no obligation is being incurred in connection with the transactions contemplated
hereby with the intent of Seller to hinder, delay or defraud either present or future creditors of any
Seller.  In connection with the transactions contemplated hereby, Seller has not incurred, nor plans
to incur, debts beyond its ability to pay the same as they become due.
Section 4.30. Brokers.  Except for Sellers’ engagement of Jefferies, LLC, no Seller has
engaged any broker, finder or investment banker in connection with this Agreement, any of the
Transaction  Documents  or  the  transactions  contemplated  herein.    No  other  broker,  finder  or
investment banker is entitled to any brokerage, finder’s or other fee or commission in connection
with this Agreement, any of the other Transaction Documents or the transactions contemplated
herein or therein based upon arrangements made by or on behalf of any Seller.  Buyer shall not be
obligated to pay or responsible for paying any brokerage, finder’s or other fee or commission owed
to  Jefferies,  LLC  or  any  other  broker,  finder  or  investment  banker  engaged  by  any  Seller  in
connection with this Agreement, any of the other Transaction Documents or any of the transactions
contemplated herein or therein.
Section 4.31. Format of Deal.  Each Seller acknowledges that the understandings of the
parties and this Agreement pertain only to the sale and purchase of the Purchased Assets and not
of any on-going business concern or operations.
Section 4.32. Sellers and Affiliates not Permit Blocked.  Neither Sellers nor any of their
Affiliates is Permit Blocked.
Section 4.33. No Other Representations and Warranties.
(a) Except for the representations and warranties contained in this Agreement (including
the  related  portions  of  the  Disclosure  Schedules)  and  the  other  Transaction
Documents, no Seller or any other Person has made or makes any other express or
implied  representation  or  warranty,  either  written  or  oral,  on behalf  of  Sellers
(including any representation or warranty as to the accuracy or completeness of any
information, documents or material regarding the Purchased Assets furnished or made
available to Buyer and its Representatives in any form, any information, documents,
or material delivered to Buyer or made available to Buyer in Sellers’ virtual data room
maintained by Datasite on behalf of Seller for purposes of this Agreement or any
management  presentations  made  in  expectation  of  the  transactions  contemplated
hereby).    WITHOUT  LIMITING  THE  FOREGOING,  SUBJECT  TO  THE
REPRESENTATIONS  AND  WARRANTIES  EXPRESSLY  MADE  BY  ANY
SELLER  IN  THIS  AGREEMENT  AND  THE  OTHER  TRANSACTION
DOCUMENTS,    THE  PURCHASED  ASSETS  ARE  BEING  SOLD  “AS-IS,”
“WHERE-IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
(b) Nothing set  forth on any  of the maps attached  as  Exhibits  to this  Agreement, the
Disclosure  Schedules,  or  contained  in  Article  IV  is  intended  to  be  or  shall  be 





	
	41

construed as, a warranty of acreage.  Nothing set forth in such maps is intended to be,
or is to be construed as, a surveyed or accurate boundary location with respect to any
parcel.  Such maps shall not be construed as a warranty that there are no small adverse
areas of ownership that are not depicted on such maps as a result of the scale upon
which such maps were prepared, and Sellers hereby disclaim any such warranties.
Such maps do not show any Permitted Encumbrances, Permitted Liens, or the location
of any structures or improvements.
(c) Nothing  set  forth  in  Section  4.20  is  intended  to  be  or  shall  be  construed  as  any
representation  or  warranty  by  Sellers  that  the  real  or  personal  property  tax
assessments on any of the Purchased Assets will not increase as a result of (i) Buyer’s
use of or operations on the Purchased Assets after the Closing or (ii) any other reason
for which Sellers have not received written notice, and Sellers hereby disclaim any
such representations or warranties.
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the date hereof and of the Closing Date (other
than representations and warranties that are made as of a specific date which are made only as of
such date) as follows:
Section 5.1. Organization  of  Buyer.  Buyer  is  a  limited  liability  company  duly
organized, validly existing and in good standing under the Laws of the State of Delaware.  As of
the Closing, Buyer will be duly qualified to conduct business in, and is in good standing under the
Laws of, the State of West Virginia and the Commonwealth of Virginia.
Section 5.2. Authority of Buyer.  Buyer has all necessary corporate or company powers
and authority to enter into this Agreement and the other Transaction Documents to which Buyer
is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  The execution and delivery by Buyer of this Agreement and
any  other  Transaction  Document  to  which  Buyer  is  a  party,  the  performance  by  Buyer  of  its
obligations  hereunder  and  thereunder  and  the  consummation  by  Buyer  of  the  transactions
contemplated hereby and thereby have been duly authorized by all requisite corporate or company
actions on the party of Buyer.  This Agreement and the Transaction Documents constitute legal,
valid  and  binding  obligations  of  Buyer,  enforceable  against Buyer  in  accordance  with  their
respective  terms,  except  as  such  enforceability  may  be  limited  by  bankruptcy,  insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general
principles of equity.
Section 5.3. No  Conflicts; Consents.   The  execution,  delivery  and  performance  by
Buyer of this  Agreement and the other Transaction Documents to  which it is a party, and the
consummation of the transactions contemplated hereby and thereby, do not and will not:  (a) violate
or breach any provision of the articles of organization or operating agreement of Buyer; (b) violate
or  breach  any  provision  of  any  Law  or  Order  applicable  to  Buyer;  or  (c)  except  for  required
Governmental Approvals, filings or notices relating to the transfer of the Purchased Permits from
Sellers to Buyer, as applicable, and the Required Consents, (i) require the consent, notice or other
action by any Person under, conflict with, violate or breach, constitute a default under or result in
the acceleration of any agreement to which Buyer is a party prior to the Closing or (ii) require any
consent, permit, Order, filing or notice form, with or to any Governmental Authority by or with 





	
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respect to Buyer; except, in the cases of clauses (b) and (c), where Buyer has already obtained any
such required consent or the violation, breach, conflict, default, acceleration or failure to obtain
consent or give notice, in the aggregate, would not have a material adverse effect on Buyer’s ability
to consummate the transactions contemplated hereby.
Section 5.4. Solvency; Sufficiency of Funds.  Immediately after giving effect to the
transactions contemplated hereby, Buyer shall be solvent and shall (a) be able to pay its debts as
they become due and (b) have adequate capital to carry on its business.  No transfer of property is
being made and no obligation is being incurred in connection with the transactions contemplated
hereby with the intent of Buyer to hinder, delay or defraud either present or future creditors of
Buyer.  In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans
to incur, debts beyond its ability to pay the same as they become due.
Section 5.5. Legal  Proceedings.   There  are  no  Actions  pending,  or  to  Buyer’s
knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement.
Section 5.6. Brokers.  Buyer has not engaged any broker, finder or investment banker
in  connection  with  this  Agreement,  any  of  the  Transaction  Documents  or  the  transactions
contemplated herein.  No broker, finder or investment banker is entitled to any brokerage, finder’s
or  other  fee  or  commission  in  connection  with  this  Agreement,  any  of  the  other  Transaction
Documents or the transactions contemplated herein or therein based upon arrangements made by
or on behalf of Buyer.
Section 5.7. Format of Deal.  Buyer acknowledges that the understandings of the parties
and this Agreement pertain only to the sale and purchase of the Purchased Assets and not of any
on-going business concern or operations.
Section 5.8. Buyer and Affiliates not Permit Blocked.  Neither Buyer nor any of its
Affiliates is Permit Blocked.
Section 5.9. Buyer’s Disclaimer of Other Warranties.
(a) Buyer is an informed and sophisticated purchaser, and has engaged expert advisors,
experienced  in  the  evaluation  and  purchase  of  property  and assets  such  as  the
purchased assets as contemplated hereunder.  Buyer will undertake prior to closing
such investigation and request such documents and information as it deems necessary.
Buyer acknowledges and agrees that, except as expressly set forth in this Agreement
or any of the other Transaction Documents, the Purchased Assets are being purchased
“AS IS,” “WHERE IS” and in the condition they exist as of the Closing.  Without
limiting the generality of the foregoing, Buyer acknowledges that Sellers make no
representation or warranty (other than the representations and warranties expressly
contained in Article IV of this Agreement or in the other Transaction Documents)
with respect to (i) any projections, estimates or budgets buyer may be contemplating
of future revenues, future results of operations (or any component thereof), future
cash  flows  or  future  financial  condition  (or  any  component  thereof)  or  the  future
business  and  operations  of  the  purchased  assets  or  (ii)  any  other  information  or
documents made  available  to  buyer  or  its  counsel,  accountants  or  advisors  with
respect to the purchased assets, except as expressly set forth in this agreement.  Buyer
hereby acknowledges and agrees that Sellers have not and are not currently mining 





	
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coal or conducting related activities with the  Purchased Assets and, as such, Buyer
may have to expend capital and incur costs (in some cases, substantial capital and
costs) prior to producing coal from the Purchased Assets.
(b) Buyer acknowledges that (i) nothing set forth on any of the maps attached as Exhibits
to this Agreement or contained in Article IV is intended to be or shall be construed as
construed as, a warranty of acreage; (ii) nothing set forth in such maps is intended to
be, or is to be construed as, a surveyed or accurate boundary location with respect to
any parcel; and (iii) such maps shall not be construed as a warranty that there are no
small adverse areas of ownership that are not depicted on such maps as a result of the
scale upon which such maps were prepared.
ARTICLE VI. PRE-CLOSING COVENANTS AND OBLIGATIONS
Section 6.1. Interim  Operations.   From  the  Effective  Date  until  the  earlier  of  the
Closing and the termination of this Agreement, except as expressly permitted or required under
this Agreement or as otherwise expressly consented to by Buyer in writing, and to the extent not
prohibited by any applicable Law, each Seller shall:
(a) maintain and keep the Purchased Assets in the same condition as they were on the
Effective Date, subject to reasonable wear and tear;
(b) keep in full force and effect insurance presently maintained (or insurance comparable
in amounts and scope of coverage) with respect to the Purchased Assets;
(c) perform in all material respects all of its obligations under the Leases, the Railroad
Agreement and all of the Purchased Contracts;
(d) maintain the Purchased Books and Records in the usual manner;
(e) comply in all material respects with all Laws and Permits (including the Purchased
Permits);
(f) not  create  or  permit  to  be  created  any  Lien  (other  than  a  Permitted  Lien)  or
Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets;
(g) not dissolve, liquidate or wind up its affairs or merge or consolidate with or into any
other Person;
(h) subject  to  Section  6.1(a),  not  enter  into  or  amend,  modify,  extend,  renegotiate  or
terminate any of the Purchased Contracts, any of the Leases or any of the Railroad
Agreements;
(i) not sell, assign, license, securitize, transfer, lease, sublease or otherwise dispose of,
voluntarily or involuntarily, any of the Purchased Assets;
(j) not perform, take any action or incur or permit to exist any of the acts, transactions,
events or occurrences of the type described in Section 4.26 that would (i) require
disclosure  under Schedule  4.26,  (ii) result  in  a  breach  of  the  representations  and
warranties contained in Section 4.26 or (iii) result in a Material Adverse Effect;
(k) other than in connection with the reimbursement of expenses in the Ordinary Course
of Business,  not  incur any  Indebtedness,  accelerate the repayment of any  existing
Indebtedness,  or  make  any  payment  with  respect  to  any  Indebtedness  other  than 





	
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nondiscretionary payments that become due and payable in the Ordinary Course of
Business prior to the Closing Date;
(l) not incur, assume, endorse or guaranty any Indebtedness of any kind, other than as
such Seller deems reasonably necessary to manage its working capital requirements
in the Ordinary Course of Business;
(m) not institute, enter into, compromise, settle or agree to settle any Proceeding other
than  in  the  Ordinary  Course  of  Business  or  other  than  in  a  manner  that  does  not
involve any of the Purchased Assets and does not create Liability for Buyer or impose
a Lien on any of the Purchased Assets;
(n) not take  any  action  that,  to  Sellers’  Knowledge,  would  have  a  Material  Adverse
Effect; and
(o) not take any action outside the Ordinary Course of Business.
Section 6.2. Reasonable  Access.   Except  as  otherwise  provided  herein,  from  the
Effective Date until the earlier of (i) the termination of this Agreement or (ii) the Closing Date,
Sellers shall permit Buyer and Buyer’s Representatives to have reasonable onsite access during
regular  business  hours,  to  each  Seller’s  management  personnel  (including  those  involved  in
operations) and all of the Owned Real Property and Leased Real Property (including conducting
on-site  investigations  such  as  test  drilling,  sampling  and  other  physical  investigations  and
environmental assessments), Purchased Books and Records (including drill records (to the extent
they exist) and Tax records), Contracts, Permits and documents, in each case, as related to the
Purchased Assets, and will furnish Buyer copies of such documents and with such information
with respect to the Purchased Assets as Buyer may from time to time reasonably request, provided
that Seller’s management personnel shall receive prior written notice and is available to be present
for any onsite access.  Buyer shall provide, at no cost to Sellers, copies of (a) all drillers logs and
any analysis performed on any coal seams core drilled, (b) all reports, analyses, and results of any
environmental assessments, and (c) with respect to any other assessments, reviews, or analyses
conducted on the Purchased Assets by a third party engaged by Buyer.  In addition, Buyer, upon
providing prior written notice to Sellers, will have the right to approach potential coal customers
and meet with the relevant permitting agencies with jurisdiction of the Owned Real Property and
the Leased Real Property to discuss the Purchased Assets.
Section 6.3. Notification of Certain Matters.  Each Party shall give notice to the other
Party,  as  promptly  as  reasonably  practicable  upon  becoming  aware  of  (a)  any  fact,  change,
condition,  circumstance, event,  occurrence or non-occurrence that has  caused or is  reasonably
likely  to  cause  any  representation or  warranty  in  this  Agreement  made  by  it  to  be  untrue  or
inaccurate in any respect at any time after the Effective Date and prior to the Closing, (b) any
material failure on its part to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it hereunder, or (c) the institution of or the threat of institution of any
Proceeding against it of any kind, including those related to this Agreement or the transactions
contemplated hereby; provided, that the delivery of any notice pursuant to this Section 6.3 shall
not limit or otherwise affect the remedies available hereunder to the Party receiving such notice,
or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

 





	
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Section 6.4. Efforts to Meet Conditions Precedent.
(a) Upon the terms and subject to the conditions set forth in this Agreement, and subject
to the provisions of Section 6.7, Sellers and Buyer each agree to use commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other Party in doing, all things necessary,
proper  or  advisable  to  consummate  and  make  effective,  in  the  most  expeditious
manner practicable, the transactions contemplated by this Agreement and the other
Transaction  Documents  and  to  obtain  satisfaction  or  waiver  of  the  conditions
precedent to such transactions, including (i) the obtaining of all necessary actions or
non-actions  and  Consents  from  Governmental  Authorities  and the  making  of  all
necessary registrations and filings as promptly as practicable and the taking of all
steps as may be necessary to obtain a Consent from, or to avoid a Proceeding by, any
Governmental  Authority,  (ii)  the  obtaining  of  all  necessary  Consents from  third
parties, (iii) the defending of any Proceedings challenging this Agreement or the other
Transaction Documents or the consummation of the transactions contemplated hereby
or thereby, including seeking to have any stay or temporary restraining order entered
by  any  Governmental  Authority  vacated  or  reversed,  and  (iv)  the  execution  and
delivery  of  any  additional  instruments  necessary  to  consummate  the  transactions
contemplated by, and to fully carry out the purposes of, this Agreement and the other
Transaction Documents.
(b) To the  extent  not  prohibited  by  Laws,  Sellers  and  Buyer  shall  use  commercially
reasonable efforts to furnish to each other all information required for any application
or other filing to be made pursuant to any Law in connection with the transactions
contemplated by this Agreement.  Each Party shall give the other Party reasonable
prior  notice  of  any  communication  with,  and  any  proposed  understanding,
undertaking  or  agreement  with,  any  Governmental  Authority  regarding  any  such
filings or any such transaction.  Each Party shall permit the other Party to review and
discuss in advance, and shall consider in good faith the views of the other Party in
connection  with,  any  analyses,  appearances,  presentations,  memoranda,  briefs,
arguments, opinions,  proposals  or  other  materials  to  be  submitted  or  made  to  the
Governmental Authorities with respect to such filings.  In addition, no Party shall
independently participate in any meeting, or engage in any substantive conversation,
with any Governmental Authority in respect of any such filings, investigation or other
inquiry without giving the other Party prior notice of such meeting.  Each Party shall
keep  the  other  Party  apprised  of  the  material  content  and  status  of  any  material
communications  with,  and  material  communications  from,  any  Governmental
Authority with respect to the transactions contemplated hereby.
(c) Notwithstanding  the  foregoing,  nothing  contained  in  this  Agreement  shall  be
construed so as to require any Party, or any of its respective Affiliates, without its
written consent, to sell, license, dispose of, hold separate or operate in any specified
manner any assets or businesses of such Party (or to require such Party or any of its
respective Affiliates to agree to any of the foregoing).
(d) Without  limiting  any  of  the  foregoing  set  forth  in  this  Section  6.4,  and
notwithstanding anything to the contrary set forth above in this Section 6.4, Sellers
shall  use  their  best  efforts  to  cause  the  CONSOL  Corrective  Deeds,  in  form  and 





	
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substance reasonably satisfactory to both Buyer and Sellers, to be duly executed and
delivered  by  the  CONSOL  Entities,  as  applicable,  and  properly  recorded  in  the
appropriate  recording  offices  in  McDowell  County,  West  Virginia,  and  Tazewell
County, Virginia, as applicable, prior to the Target Closing Date, at the sole cost and
expense of Sellers (as between Buyer and Sellers).
Section 6.5. No Shop.  From the Effective Date until the earlier of (i) the termination of
this  Agreement  or  (ii)  the  Closing  Date,  Sellers shall  not,  and  shall  cause  their  respective
Representatives, their respective Affiliates and such Affiliates’ Representatives, including, without
limitation,  Jefferies,  LLC  to  not,    (a)  directly  or  indirectly,  solicit,  initiate,  take  any  action  to
facilitate or encourage the submission of, or enter into any agreement or accept any offer from any
Person  other  than  Buyer  for  the  purchase,  sale,  disposal,  or  other  transfer  of  any  kind  of  any
interests in any of the Purchased Assets (in whole or in part), or for the purchase, sale, disposal or
other transfer of any kind of any equity securities of any Seller or any Affiliate of any Seller that
holds any of the Purchased Assets, in any form, or (b) enter into or participate in any discussion
with, furnish any information relating to any entity or assets comprising the Purchased Assets or
afford access to the business, properties, assets, financial statements, projections, coal reserves,
books or records of any entity or assets comprising the Purchased Assets, or otherwise cooperate
in any way or assist any Person other than Buyer who may be interested in making an offer to
purchase any of the Purchased Assets (in whole or in part) in any form.  In addition, Sellers shall
notify Buyer promptly (in no event later than 24 hours) after receipt by any Seller (or any of its
advisors) of any offer, proposal, indication of interest or request for information (including the
identity of the requesting Person) regarding the sale of any entity or assets comprising any Seller
or any of the Purchased Assets (in whole or in part) in any form from any Person other than Buyer
that would not be permitted under this Section 6.5.
Section 6.6. Confidentiality  Agreement.   Buyer  and  Sellers  acknowledge  and  agree
that, subject to Section 6.2 and notwithstanding Section 12.11,  the Confidentiality Agreement
shall remain in full force and effect until the Closing of this Agreement and that all documents and
information provided to Buyer or its Representatives by or on behalf of any Seller in the course of
Buyer’s continued due diligence investigation pertaining to the transactions contemplated hereby
shall remain subject to the provisions of the Confidentiality Agreement unless and until the Closing
occurs.  At the Closing, the Confidentiality Agreement shall terminate and shall no longer be of
any force or effect; provided, that the foregoing will not relieve any Party thereto from liability
resulting  from  a  breach  thereof  prior  to  such  termination.    Notwithstanding  the  foregoing  or
anything to the contrary set forth in the Confidentiality Agreement, Buyer and Sellers hereby agree
that any Party to this Agreement or its ultimate corporate parent may make reasonable disclosures
of this Agreement and the general nature hereof in connection with any filing under applicable
securities  Laws  of  the  United  States  of  America  or  the  Commonwealth  of  Australia  and  may
generally discuss the nature of this Agreement in connection with any public announcement or
discussion of the business affairs of such Party or its ultimate corporate parent.
Section 6.7. Required Consents.
(a) After the Effective Date, Sellers and Buyer shall use commercially reasonable efforts
and cooperate together in good faith to obtain all of the Required Consents relating to
the  Berwind  Lease  and  the  Railroad  Agreements  (the  “Berwind  and  Railroad
Required Consents”).  Any fees or expenses required in order to obtain both the
Berwind  and  Railroad  Required  Consents  shall  be  divided  equally  between  the 





	
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Sellers, on the one hand, and Buyer, on the other hand, provided, that neither Sellers,
on the one hand, nor Buyer, on the other hand, shall be required to pay any fees or
expenses in excess of $150,000.00 ($300,000.00 in the aggregate for both parties) For
clarity the following amounts shall not be considered the incurrence of any fee or
other consideration for the purposes of this Section 6.7(a): (i) either Party’s legal fees,
and (ii) any amounts due under the Berwind Lease or Railroad Agreements prior to
Closing.
(b) After the Effective Date, Sellers shall use commercially reasonable efforts to obtain
any and all of the Required Consents relating to all of the Purchased Assets (other
than  the  Berwind  and  Railroad  Required  Consents  and  Governmental  Approvals
pertaining to the Purchased Mining Permits that are to be applied for by Buyer after
the Closing pursuant to Section 7.5) promptly and in any event prior to the Target
Closing Date; provided, that in no case shall Sellers be required to pay any  fee or any
other consideration to obtain any such Required Consents (other than legal fees and
any  amounts  due  under  the  Leases  or  other  Contracts  for  which  such  Required
Consent  are  required); provided,  further,  that  the  release  or  surrender  of  any
recoupable minimum rental or royalty balances under any of the Leases shall not be
considered a material fee or other consideration for the purposes of this Section 6.7(b)
and that Sellers shall agree to  release or surrender any such recoupable minimum
rental or royalty balances to the extent required in order to obtain any such Required
Consents.    Buyer  shall  reasonably  cooperate  with  Sellers  at  their  request  in
endeavoring to obtain such Required Consents; provided, that in no case shall Buyer
be required to pay any fee (other than its own legal fees) or any other consideration
in providing such cooperation to Sellers.
Section 6.8. Cooperation with Respect to MCSA.
(a) After the Effective Date, Sellers and Buyer shall use commercially reasonable efforts
to, and shall cooperate together in good faith in order to, ensure that the update to the
Life of Mine Plan (as defined in the MCSA) and the Annual Coal Development Plan
(as defined in the MCSA) for calendar year 2022 which are required under the MCSA
to be submitted to the Coordination Committee (as defined in the MCSA) on or before
November 1, 2021, (i) incorporate and appropriately include the contemplated post-
Closing mining and operational plans of Buyer within the Amonate Mine Area (as
defined in the MCSA), (ii) are timely and appropriately submitted to the Coordination
Committee in accordance with the provisions of the MCSA, and (iii) are thereafter
timely adopted by the parties to the MCSA pursuant to and in accordance with the
provisions thereof.
(b) To that end, Buyer shall furnish Sellers with copies of said update to the Life of Mine
Plan and Annual Coal Development Plan with respect to the said Amonate Mine Area
on or before October 25, 2021.  Upon receiving said update to the Life of Mine Plan
and Annual Coal Development Plan with respect to the said Amonate Mine Area from
Buyer, Seller shall cause the same to be properly submitted to the said Coordination
Committee in accordance with the applicable provisions of the MCSA on or before
October 29, 2021.   





	
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(c) In  the  event  that  the  Closing  occurs  prior  to  October  29,  2021,  the  Parties  shall
cooperate together in good faith in order to ensure that said update to the Life of Mine
Plan and Annual Coal Development Plan with respect to the Amonate Mine Area are
properly and timely submitted to the said Coordination Committee in accordance with
the applicable provisions of the MCSA.
ARTICLE VII. POST-CLOSING COVENANTS AND OBLIGATIONS
Section 7.1. Further Assurances.
(a) Following the Closing Date, the Parties shall from time to time do and perform any
additional acts and execute and deliver any additional documents and instruments that
may be required or reasonably requested by the other Party to establish, maintain or
effect the intents and purposes of this Agreement and the Transaction Documents.
Without limiting the foregoing, (i) in the event that it is discovered after the Closing
that the Transaction Documents failed to convey any Owned Surface Tracts or Owned
Coal Reserves to Buyer, Sellers shall convey the same to Buyer pursuant to a special
warranty  deed  in  a  form  substantially  similar  to  the  Special  Warranty  Deeds  (as
applicable), (ii)  in the event that it is discovered after the Closing that the Transaction
Documents failed to transfer the leasehold interest in any Leased Surface Tracts or
Leased Coal Reserves to Buyer, Seller shall transfer the same to Buyer pursuant to an
assignment of lease(s) in a form reasonably acceptable to Sellers and Buyer, and (iii)
in the event that it is discovered after the Closing that the Transaction Documents
failed to transfer, assign or convey any other Purchased Assets to Buyer, Sellers shall
transfer, assign or convey the same to Buyer pursuant to appropriate instruments or
agreements reasonably acceptable to Sellers and Buyer.
(b) Without limiting the foregoing, following the Closing Date, if it is discovered that the
CONSOL  Entities  have  failed  to  transfer,  assign  or  convey  any  of  the  CONSOL
Amonate Assets (other than Excluded Seller Coal Reserves) to Sellers, then Sellers
shall, (i) cause the CONSOL Entities to transfer, assign and convey, as applicable,
such  CONSOL  Amonate  Assets  to  Sellers  by  special  warranty  deeds  or  other
appropriate instruments in form and substance reasonably satisfactory to both Buyer
and Sellers, through enforcing the rights of Sellers under the CONSOL 2016 Purchase
Agreement  and  the  other  CONSOL  Transaction  Documents,  and  (ii)  thereafter
transfer, assign and convey such CONSOL Amonate Assets to Buyer by deeds or
other appropriate instruments in form and substance reasonably satisfactory to both
Buyer and Sellers, in each case, at the sole cost and expense of Sellers (as between
Buyer and Sellers).
Section 7.2. Announcements.  No Party to this Agreement shall issue any press release
or make any public announcement relating to the subject matter of this Agreement or the other
Transaction Documents, or the transactions contemplated hereby and thereby, without the prior
approval of the other Party, which approval shall not be unreasonably withheld, conditioned or
delayed; provided, however, that any Party to this Agreement or its ultimate corporate parent may
make reasonable disclosures of this Agreement and the general nature hereof in connection with
any filing under applicable securities Laws of the United States of America or the Commonwealth 





	
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of Australia and may generally discuss the nature of this Agreement in connection with any public
announcement or discussion of the business affairs of such Party or its ultimate corporate parent.
Section 7.3. Correspondences.  After the Closing Date, Sellers shall use commercially
reasonable efforts  to  promptly  forward to  Buyer any mail  (including electronic mail) that any
Seller or any of its Affiliates receives after the Closing Date that relates to the any of the Purchased
Assets.
Section 7.4. Non-Assignable Assets.
(a) Nothing  in  this  Agreement  or  any  of  the  other  Transaction  Documents  shall  be
construed as an attempt or agreement to assign any of the Purchased Assets, including
any Contract, Permit or other right, which by its terms or by Laws is not assignable
without the Consent of a third party of a Governmental Authority or is cancelable by
a third party in the event of an assignment (each, a “Non-Assignable Asset”) unless
and until such Consent shall have been obtained.
(b) To the extent permitted by applicable Laws, in the event that Consents from third
parties required to the transfer, conveyance or assignment of any of the Purchased
Assets cannot be obtained, Sellers and Buyer will cooperate in a mutually-agreeable
arrangement under which Buyer would obtain, to the extent possible, the benefits and
assume the obligations thereunder in accordance with this Agreement, including sub-
contracting,  sub-licensing,  sub-leasing  or  contract  mining  to  Buyer,  which  Sellers
would enforce for the benefit of Buyer at Sellers’ cost, with Buyer assuming Sellers’
obligations against a third party thereto.
(c) In the event that any of the Required Consents  required for any of the Purchased
Assets Permits (other than Governmental Approvals pertaining to Purchased Permits)
cannot be obtained prior to the Closing and Buyer waives the condition precedent
pertaining thereto and elects to close the transactions contemplated by this Agreement
without such Required Consents having been obtained by Sellers, then Sellers shall
not  be  in  breach  or  non-fulfillment  of  any  representation,  warranty,  covenant,
obligation or other agreement set forth herein solely as a result thereof, so long as
Sellers (i) have satisfied their obligations herein in attempting to obtain such Required
Consents and (ii) fulfilled all of its obligations under Section 7.4(b) above.
(d) Notwithstanding  anything  to  the  contrary  set  forth  in  this  Section  7.4,  unless
otherwise expressly agreed by Buyer in writing, (i) Buyer shall not be obligated to
consummate  the  transactions  contemplated  by  this  Agreement  and  the  other
Transaction Documents unless Sellers have obtained all of the Required Consents
pertaining to the Purchased Permits (other than Governmental Approvals pertaining
to  the  Purchased  Mining  Permits),  the  Leases  (including  the  Berwind  Lease),  the
Railroad Agreements, the Easements and the Material Purchased Contracts, in form
and  substance  reasonably  acceptable  to  Buyer,  and  (ii)  the  provisions  of  Sections
7.4(b) and 7.4(c) shall not apply to any such Purchased Permits, any of the Leases,
any  of  the  Railroad  Agreements,  any  of  the  Easements  or  any of  the  Material
Purchased Contracts.
(e) To the extent that transfers, renewals, amendments or modifications of any of the
Purchased Permits (including any of the Purchased Mining Permits) are required as a 





	
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result of the execution of this Agreement or consummation of any of the transactions
contemplated  hereby,  Sellers  shall  use  commercially  reasonable  efforts  consistent
with their obligations set forth in this Agreement to cooperate with Buyer and provide
commercially  reasonable  assistance  as  needed  to  effect such  transfers,  renewals,
amendments or modifications.
Section 7.5. Permitting.
(a) Documents; Filings.  Buyer shall apply for transfer of the Purchased Mining Permits
to  Buyer  and  “advance  approval”  from  the  applicable  Governmental  Authority
(including  WVDEP  or Virginia  Energy)  to  the  transfer  of  the  Purchased  Mining
Permits, as applicable, within ten (10) Business Days after the Closing.  Buyer shall
deliver to Sellers copies of all filings, each in a form reasonably believed by Buyer to
comply with the requirements of applicable Governmental Authority, including the
WVDEP and Virginia Energy, to transfer the Purchased Mining Permits to Buyer and
to  obtain  “advance  approval”  at  least  three  (3)  Business  Days  prior  to  filing.
Following the Closing Date, Buyer shall use its commercially reasonable efforts to
diligently pursue the transfer of the Purchased Mining Permits to Buyer and to obtain
“advance approval” (such period following Closing through the transfer of all of the
Purchased  Mining  Permits  to  Buyer  shall herein  be  referred  to  as  the  “Transfer
Period”).  Until such time after the Closing as Buyer shall have secured all relevant
consents  and  approvals  of  Governmental  Authorities  for  each  of  the  “advance
approval”  and  transfers  of  the  Purchased  Mining  Permits (and  Buyer  shall  have
completed each), Sellers will provide reasonable cooperation (including signing such
regulatory forms as necessary, but not including the expenditure of funds) to Buyer
in  good  faith  to  allow  approval  of  each,  as  applicable.    If  the parties  determine
designating Buyer as operator is necessary, Buyer shall prepare all filings, in a form
necessary to comply with the requirements of the WVDEP or Virginia Energy, as
applicable, and reasonably acceptable to Sellers, as applicable, to designate Buyer as
an operator under said Purchased Mining Permit and use its commercially reasonable
efforts to diligently pursue approval of Buyer as operator on the Purchased Mining
Permits.  At Closing, the parties (including any Affiliates of Sellers) shall withdrawal
the operator status of any operators other than Sellers.
(b) Reclamation Bonds.  Schedule 2.2(c) sets forth a list of all of the Seller Reclamation
Bonds of Sellers relating to the Purchased Mining Permits and the amount of such
Seller Reclamation Bond (the “Bond Amount”).  Sellers shall cause their cash or
other security for each Seller Reclamation Bond to remain in place until such time as
the applicable Government Authority shall have approved release of the applicable
Seller Reclamation Bond.  Buyer shall pay or reimburse Sellers for bond premiums
associated with maintaining said Seller Reclamation Bonds during the period between
the  Closing  Date  and  the  date  the  Seller  Reclamation  Bonds  are  released.    When
required  by  the  applicable  Governmental  Authority,  Buyer  shall  deliver  the  Bond
Amount to the applicable Governmental Authority, along with any additional funds
required by such Governmental Authority, to replace and release the applicable Seller
Reclamation Bonds.
 





	
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(c) Transfer  Period  Activities.    During  the  Transfer  Period,  Buyer,  Seller  and  their
respective Affiliates shall only conduct operations and activities under the Purchased
Mining  Permits  in  accordance  with  the  Permit  Operating  Agreement.    Without
limiting the foregoing, during the Transfer Period, beginning upon the Closing, Buyer
shall conduct all upkeep, maintenance and reclamation activities required to maintain
the  Purchased  Assets  and  may  conduct  such  other  operations  as  permitted  under
applicable Laws and the Purchased Mining Permits; provided, any notices of non-
compliance or citations issued on or with respect to any of the Purchased Mining
Permits prior to or after the Closing will be addressed and resolved, as between the
parties, in the manner set forth in the Permit Operating Agreement.
(d) Right of Entry.  Sellers and Buyer hereby grant to each other a right of entry to enter
onto the Owned Real Property and the Leased Real Property on the Closing Date and
during the Transfer Period (to the extent of its authority to do so without any resulting
breach of the instruments by which any Seller or Buyer has rights in the Owned Real
Property or Leased Real Property), solely in order to conduct the activities permitted
or  required  under  this  Section  7.5  or  under  the  Permit  Operation  Agreement;
provided,  that Sellers will use commercially reasonable efforts not to disrupt Buyer’s
operations upon entering such Owned Real Property or Leased Real Property during
the Transfer Period.
(e) Insurance During Transfer Period.  At all times during the Transfer Period, Buyer and
Seller shall maintain and keep in full force and effect, in accordance with the Permit
Operating Agreement, all of the insurance required to be maintained by the parties
thereunder.
Section 7.6. Reimbursement of Recouped Minimums.  After the Closing, Buyer shall
pay  and  reimburse  Sellers  for  all  recoupable  annual  minimum  rentals  or  advance  minimum
royalties under any of the Leases paid in advance by Sellers prior to the Closing which are actually
recouped by Buyer under such Leases after the Closing minus any fees and expenses of Sellers
under  Section  6.7(a)  paid  by  reducing  the  recoupable  annual  minimum  rentals  or  advance
minimum  royalties  under  the  Berwind  Lease; provided that,  except  as  otherwise  specifically
contemplated  in  any  of  the Leases,  for  purposes  of  reimbursement  herein  recoupable  annual
minimum rentals or advance minimum royalties shall be allocated in a first-in first-out (FIFO)
manner with reimbursement being allocated to the oldest recoupable annual minimum rentals or
advance minimum royalties amount under any of the Leases first; and provided further that Buyer
shall not without the prior written consent of Sellers, which consent shall not be unreasonably
withheld,  setoff,  allocate,  or  enter  into  any  agreement  with  any  third  party  which  reduces  the
reimbursement  payable  herein  unless  Buyer  reasonably  compensates  Sellers  for  such
reimbursements  which  are  reduced.    Each  such  payment  or  reimbursement  shall  be  due  and
payable on the date in which they are recouped by Buyer under the applicable Lease and shall be
treated as part of the Purchase Price in accordance with Section 2.5.
Section 7.7. No  Interference  by  Seller.  Subject  to  the  provisions  of  the  terms  and
conditions of the Special Warranty Deeds, the Harman Leases Partial Assignment, the MCSA
Partial Assignment and the Permit Operating Agreement, in each case, so long as the same is in
effect, after the Closing, Sellers shall not, and shall not cause or allow any of their respective
Affiliates or any successors or assigns of Sellers or their respective Affiliates to, interfere with (i)
the ownership, occupation, use or enjoyment of any of the Purchased Assets by Buyer, its Affiliates 





	
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or any of its or their successors or assigns or (ii) any mining rights, mining operations or other
activities (including, without limitation, coal processing, loading or shipping activities) on, under
or within any of the Owned Real Property or Leased Real Property.
ARTICLE VIII. TAX MATTERS.
Section 8.1. Proration of Real Property Taxes.
(a) All real property taxes, personal property taxes, or ad valorem obligations and similar
recurring taxes and fees on the Purchased Assets (including, without limitation, taxes
or tax reimbursements owed under any of the Leases) for taxable periods beginning
before, and ending after, the Closing Date shall be prorated between Buyer and Sellers
on a calendar-year basis as of the Closing Date.  Sellers shall be responsible for all
such taxes and fees on the Purchased Assets accruing during any period up to and
including the Closing Date.  Buyer shall be responsible for all such taxes and fees on
the Purchased Assets accruing during any period after the Closing Date.
(b) If the amount of such taxes and fees for the period in which the Closing occurs has
not been determined, then the taxes and fees for the preceding period, on the basis of
no applicable discount, shall be used to calculate such taxes and fees.  If any Party
shall pay such taxes or fees for which it is entitled to be reimbursed because of such
proration, the other Party responsible therefor shall promptly reimburse the Party so
paying  upon  notice  of  the  amount  paid  together  with  supporting  documentation
thereof.
(c) With respect to Taxes described in this Section 8.1, Sellers shall timely file all Tax
Returns due before the  Closing Date with  respect  to  such Taxes,  and Buyer shall
prepare and timely file all Tax Returns due after the Closing Date with respect to such
Taxes.  If one Party remits to the appropriate Governmental Authority payment for
Taxes which are subject to proration under this Section 8.1 and such payment includes
the other party’s share of such Taxes, such other Party shall promptly reimburse the
remitting Party for its share of such Taxes.
Section 8.2. Transfer Taxes and Recording Fees.
(a) Transfer Taxes.  Sellers shall be responsible for, and shall pay at or in conjunction
with  the  Closing,  all  transfer,  sales,  use,  registration,  documentary,  stamp,  value
added and other such Taxes (including any penalties and interest) in connection with
this  Agreement  and  the  other  Transaction  Documents,  except  that  Buyer  shall  be
responsible for, and shall pay at or in conjunction with the Closing, all transfer or
stamp taxes relating to the transfer of the Owned Real Property situated in Tazewell
County, Virginia, which are specifically assessed to or payable by the grantee under
applicable Virginia Laws. Sellers or Buyer, as applicable, shall, at its or their own
expense, timely file any Tax Return or other document with respect to such Taxes
required to be borne by such Party (and the other Party hereto shall cooperate with
respect thereto as necessary).
(b) Recording Fees.  Buyer shall be responsible for, and shall pay at or in conjunction
with  the  Closing,  all  recording  fees  associated  with  recordation  of  any of  the
Transaction Documents.   





	
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Section 8.3. Cooperation; Audits.  In connection with the preparation of Tax Returns,
audits, examinations, and any administrative or judicial proceedings relating to Tax Liabilities
imposed on any Seller or Buyer, Sellers, on the one hand, and Buyer, on the other hand, will
cooperate  fully  with  each  other,  including  the  furnishing  or  making  available  during  normal
business hours of non-privileged records, personnel (as reasonably required), books of account,
powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns,
the  conduct  of  audit  examinations  or  the  defense  of  claims  by  Taxing  Authorities  as  to  the
imposition of Taxes.  Seller will, within 10 Business Days of Buyer’s request therefor, deliver any
information required to be reported by Buyer or any Seller pursuant to section 6043A of the Code,
if applicable.
ARTICLE IX. CONDITIONS PRECEDENT
Section 9.1. Conditions to Obligations of Each Party.  The respective obligations of
Sellers and Buyer to consummate the transactions contemplated by this Agreement at the Closing
and thereafter are subject to the satisfaction of the following conditions:
(a) the CONSOL Corrective Deeds, in form and substance satisfactory to both Buyers
and Sellers, shall have been duly executed and properly recorded in the appropriate
recording  offices  in  McDowell  County,  West  Virginia,  and  Tazewell  County,
Virginia,  as  applicable,  in  each  case,  at  the  sole  cost  and  expense  of  Sellers  (as
between Buyer and Sellers);
(b) no Proceedings shall have been instituted or threatened to restrain, prohibit or delay
any of the transactions contemplated by this Agreement in any material respect;
(c) no  Law  or  Order  of  any  kind  shall  have  been  enacted,  entered,  promulgated  or
enforced  by  any  Governmental  Authority that  would  prohibit  or  delay  the
consummation of the transactions contemplated by this Agreement or have the effect
of making them illegal and no Proceeding seeking to impose such an Order is pending;
and
(d) all  of  the  Berwind  and  Railroad  Required  Consents  shall  have  been  obtained  by
Sellers and Buyer.
Section 9.2. Conditions  to  Obligations  of  Buyer.   The  obligations  of  Buyer  to
consummate the transactions contemplated by this Agreement to be performed at the Closing and
thereafter are subject to the satisfaction or fulfillment of the following conditions precedent, any
of which may be waived in whole or in part in writing by Buyer:
(a) Sellers shall have obtained all of the Required Consent pertaining to the Purchased
Permits (other than the Berwind and Railroad Required Consents and Governmental
Approvals pertaining to Purchased Permits constituting Mining Permits), the Leases,
the  Railroad  Agreements,  the  Easements  and  the  Material  Contracts,  in  form  and
substance reasonably satisfactory to Buyer;
(b) Sellers shall have delivered, or caused to be delivered, all of the items required by
Section 3.2;
(c) all  representations  and  warranties  of  Sellers  in  this  Agreement  shall  be  true  and
correct in all material respects as of the Closing Date, other than representations and 





	
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warranties that expressly speak as of a specific date or time (which need only be true
and correct in all respects as of such date or time);
(d) Sellers shall have performed or complied with in all material respects all covenants
and  agreements  contemplated  by  this  Agreement  to  be  performed  or  observed  by
Seller at or prior to the Closing Date;
(e) no Seller or Affiliate of Seller shall have become Permit Blocked or received notice
from  any  federal,  state  or  local  Governmental  Authority  that  any  such  Person  is
ineligible to transfer any Mining Permits (or under investigation regarding the same);
(f) Buyer shall have not discovered in its due diligence title examination of the Specified
Coal Reserves or Specified Surface Tracts a material defect in Sellers’ title to the
Specified Coal Reserves or Specified Surface Tracts, or any other condition relating
to the Specified Coal Reserves or Specified Surface Tracts, which would have an
adverse effect upon the Purchased Assets or the value thereof in an amount exceeding
the Basket Amount, in each case, to the extent that such material defect in Sellers’
title or other condition would not be resolved by the execution, delivery and recording
of the CONSOL Corrective Deeds;
(g) there  shall  not  have  occurred  any  Material  Adverse  Effect  (other  than  a  Material
Adverse Effect solely of the type and nature described in clause (f) of the definition
thereof);
(h) no trustee or receiver of any Seller’s property shall have been appointed, no Seller
shall have made an assignment for the benefit or creditors, no petition in bankruptcy
shall have been filed by or against any Seller, and no Seller shall be the subject of any
other Proceeding (voluntary or involuntary) under applicable Laws for the relief of
debtors; and
(i) Sellers and their respective Affiliates shall have terminated the employment of, or
relocated, all of its or their employees working at the Owned Real Property or the
Leased Real Property.
Section 9.3. Conditions  to  Obligations  of  Seller.   The  obligations  of  Sellers to
consummate the transactions contemplated by this Agreement to be performed at the Closing and
thereafter are subject to the satisfaction or fulfillment of the following conditions precedent, any
of which may be waived in whole or in part in writing by Sellers:
(a) Subject to Section 3.2, Buyer shall have delivered, or caused to be delivered, all of
the items required by Section 3.3;
(b) all representations and warranties of Buyer in this Agreement shall be true and correct
in all respects as of the Closing Date, other than representations and warranties that
expressly speak as of a specific date or time (which need only be true and correct in
all respects as of such date or time);
(c) Buyer shall have performed or complied with in all material respects all covenants
and  agreements  contemplated  by  this  Agreement  to  be  performed  or  observed  by
Buyer at or prior to the Closing Date;
(d) neither Buyer nor any of its Affiliates shall have become Permit Blocked or received
notice from any federal, state or local Governmental Authority that any such Person 





	
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is ineligible from receiving any Mining Permits (or under investigation regarding the
same); and
(e) no trustee or receiver of Buyer’s property shall have been appointed, Buyer shall not
have made an assignment for the benefit or creditors, no petition in bankruptcy shall
have been filed by or against Buyer, and Buyer shall not be or have been the subject
of any other Proceeding  (voluntary or involuntary) under  applicable  Laws for the
relief of debtors.
Section 9.4. Frustration of Conditions Precedent.  Neither Buyer nor any Seller may
rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case
may be, to be satisfied if such failure results in whole or in part from such Party’s own failure to
comply with its obligations to consummate the transactions contemplated by this Agreement as
required by the provisions hereof.
ARTICLE X. TERMINATION OF AGREEMENT
Section 10.1. Right  to  Terminate.  Notwithstanding  any  other  provision  of  this
Agreement, this Agreement may be terminated at any time prior to the Closing Date:
(a) by either Buyer or Sellers if the Closing shall not have occurred on or before the tenth
(10)  Business  Day  following  the  Target  Closing  Date  (the  “Termination  Date”);
provided,  however,  that  the  right  to  terminate this  Agreement  under  this  Section
10.1(a) shall not be available to any Party whose failure to fulfill any obligation under
this Agreement shall have been the cause of, or shall have resulted in, the failure of
the Closing to occur on or prior to such date;
(b) by the mutual written consent of Buyer and Sellers;
(c) by Buyer or Sellers, if a Governmental Authority of competent jurisdiction has issued
an Order, or adopted any Law, in each case, enjoining or otherwise prohibiting the
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the  other
Transaction Documents;
(d) by Buyer or Sellers, as the case may be, if the other party hereto has breached or failed
to perform any of its (i) representations or warranties contained herein (unless the
aggregate failure  of  such  representations  and  warranties  does  not  have  a  Material
Adverse Effect), or (ii) covenants or agreements contained herein, which breach or
failure to perform in the cause of either of the foregoing clauses (i) or (ii) cannot be
or has not been cured by the earlier to occur of (x) the Termination Date or (y) ten
(10) days after the giving of notice specifying the breach or failure to perform; or
(e) by Buyer if there has been an event, change, occurrence or circumstance since the
Effective  Date  that  has  had  or  would  reasonably  be  expected  to  have  a  Material
Adverse Effect (other than a Material Adverse Effect solely of the type and nature
described in clause (f) of the definition thereof).
Section 10.2. Termination Procedure.  Any party desiring to terminate this Agreement
pursuant to this Article X shall give written notice of such termination to the other party.
Section 10.3. Effect of Termination.  Each party’s right of termination under Section
10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the 





	
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exercise of a right of termination will not be an election of remedies.  In the event of termination
of this Agreement pursuant to this Article X, this Agreement will terminate and become void and
of no further force and effect and there will be no further Liability on the part of any party hereto,
except that the provisions of Section 10.1, Section 10.2, this Section 10.3, and Article XII will
survive any termination of this Agreement.  Nothing in this Article X will relieve any party of
Liability for any willful or material breach of this Agreement.
ARTICLE XI. INDEMNIFICATION.
Section 11.1. Survival.
(a) The  representations  and  warranties  of  Sellers  and  the  Buyer  contained  in  this
Agreement shall survive the Closing for the applicable periods set forth in this Section
11.1.  Any and all claims and causes of action for indemnification under this Article
XI arising out of the inaccuracy of breach of any representation or warranty of Sellers
or Buyer must be made prior to the termination of the applicable survival period (if
any). In the event that notice of any claim or cause of action for indemnification shall
have been given in  accordance with this Article XI within the applicable survival
period (if any), the representations, warranties, covenants and undertakings that are
the subject of such claim or cause of action shall survive until such time as such claim
or cause of action is finally resolved.
(b) The representations and warranties of Sellers and Buyer contained in this Agreement
and any and all claims and causes of action for indemnification under this Article XI
with respect thereto shall terminate on the second (2nd)  anniversary of the Closing
Date; provided,  however,  that  (i)  the  Fundamental  Representations  shall  survive
indefinitely, (ii) claims for fraud shall survive for three (3) years from the later of the
Effective Date and the date the fraud could have been reasonably discovered, and (iii)
the representations and warranties of Sellers contained in Section 4.32 (Sellers and
Affiliates  not  Permit  Blocked)  and  the  representations  and  warranties  of  Buyer
contained in Section 5.8 (Buyer and Affiliates not Permit Blocked) shall survive until
the  completion  of  the  final  transfer  of  all  of  the  Mining  Purchased  Permits  from
Sellers to Buyer as contemplated by this Agreement.
(c) All  covenants  and  undertakings  required  to  be  performed  after  the  Closing  shall
survive until fully performed or fulfilled. The rights of any indemnified party under
any  other  indemnification  obligations  pursuant  to  this  Article  XI  shall  have  no
expiration date.
Section 11.2. Indemnification by Sellers. Subject to provisions of Section 11.6, Sellers
shall, jointly and severally, defend, indemnify and hold harmless Buyer, its Affiliates and their
respective directors, officers, managers, employees and agents (each a "Buyer Indemnitee") from
and against any and all Losses, actually suffered or incurred by them arising out of or resulting
from:
(a) the breach of any representation or warranty made by any Seller under Article IV of
this Agreement or in any of the other Transaction Documents (a "Seller Warranty
Breach"); 





	
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(b) the breach of any covenant or agreement by any Seller contained in this Agreement
or any of the other Transaction Documents;
(c) any breach or violation by any Seller or any of its Affiliates under the MCSA (whether
before or after the Closing) or the MCSA Partial Assignment;
(d) any  breach  or  violation  by  any  Seller  or  any  of  its  Affiliates  under  either  of  the
Harman Leases (whether before or after the Closing) or the Harman Leases Partial
Assignment; or
(e) any breach or violation by any Seller or any of its Affiliates under any of the CONSOL
Transaction Documents (whether before or after the Closing), except to the extent that
Buyer  expressly  assumes  the  Liability  for  any  such  Losses  under  the  Transaction
Documents; or
(f) any other Excluded Liability.
Section 11.3. Indemnification by Buyer. Subject to Section 11.6, Buyer shall defend,
indemnify  and  hold  harmless  Sellers,  their  Affiliates  and  their  respective  directors,  officers,
employees and agents (each a "Seller Indemnitee") from and against any and all Losses actually
suffered or incurred by Sellers arising out of or resulting from:
(a) the breach of any representation or warranty made by the Buyer under Article IV of
this Agreement or in any of the other Transaction Documents ("Buyer Warranty
Breach");
(b) any breach of any obligation of Buyer contained in this Agreement or any of the other
Transaction Documents;
(c) any breach or violation by Buyer or any of its Affiliates under the MCSA (after the
Closing) or the MCSA Partial Assignment;
(d) any breach or violation by Buyer or any of its Affiliates under either of the Harman
Leases (after the Closing) or the Harman Leases Partial Assignment; or
(e) any Assumed Liability.
Section 11.4. Representation, Settlement and Cooperation.  If any investigation, action
or  other  Proceeding  is  initiated  against  any  Seller  Indemnitee  or  Buyer  Indemnitee  (each,  an
"Indemnitee") and the Indemnitee intends to seek indemnification from any Seller or Buyer (each
an  "Indemnitor"),  as  applicable,  under  this  Article  XI  on  account  of  such  Indemnitee's
involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable
Indemnitor or Indemnitors; provided, however, that the failure to so notify any Indemnitor shall
not relieve the Indemnitor of its obligations under this Article XI or reduce the obligations of such
Indemnitor. Upon receipt of notice of a Proceeding for which indemnification is available under
this Article XI, each Indemnitor shall diligently defend against the Proceeding on behalf of the
Indemnitee,  at  such  Indemnitor's  own  expense,  using  counsel  of  its  own  choosing  reasonably
acceptable to the Indemnitee. The Indemnitee shall have the right to employ its own counsel in
any  such  Proceeding,  however  the  fees  and  expenses  of  such  counsel  shall  be  paid  by  the
Indemnitee unless: (i) the Indemnitor(s) shall have given prior written consent to the employment
of such counsel, (ii) the Indemnitor(s) shall have failed or refused to conduct the defense, or (iii)
the Indemnitee has been reasonably advised by counsel that it may have defenses available to it
which are different from or in addition to those available to the Indemnitor(s) that its interests in 





	
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the Proceeding are adverse to the interests of the Indemnitor(s). In the event of (i), (ii) or (iii)
above,  the  Indemnitee  may  defend  against  the  Proceeding  at  the  Indemnitor's  expense.  The
Indemnitor(s) or  Indemnitee, as  applicable, may  participate in  any Proceeding being defended
against by the other at its own expense and shall not settle any Proceeding without the prior consent
of the other, which consent shall not be unreasonably withheld, unless (1) there is no finding or
admission of any violation of any Law or Order of any Government Authority or of any violation
of the rights of any Person by the Indemnitee and no effect on any other Proceedings that may be
made against the Indemnitee, and (2) the sole relief provided is monetary damages that are paid in
full by the Indemnitor(s). The Indemnitor(s) and Indemnitee shall cooperate with each other in the
conduct of any Proceeding.
Section 11.5. Notice and Satisfaction of Indemnification Claims. No indemnification
claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice
by the Indemnitee of the amount of the claim and the facts on which the claim is based (including
evidence  supporting  the  amount  of  the  claim).  For  purposes  of  this  Article  XI,  notice  of  an
indemnification claim shall be deemed to cover claims arising out of or in connection with all
related Proceedings so long as, in the case of Proceedings instituted by third parties, the Indemnitee
complies with Section 11.4.
Section 11.6. Limits on Indemnification.
(a) No Indemnitee shall be entitled to seek indemnification under this Article XI for any
individual event or circumstance unless and until the amount of Losses resulting from
such  event  or  circumstance  exceeds  $10,000.00  (the  “De  Minimis  Amount”),  in
which case all such amount shall be deemed a Loss hereunder.
(b) Sellers shall not have any indemnification obligations under Section 11.2(a) unless
and until  the claims asserted against any or all  Sellers exceed $300,000.00 in  the
aggregate (the "Basket Amount"), in which case the applicable Indemnitee shall be
entitled to seek indemnification for all Losses in excess of the Basket Amount.  Buyer
shall not have any indemnification obligations under Section 11.3(a) unless and until
the  claims  asserted  against  Buyer  exceed  the  Basket  Amount,  in  which  case  the
applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess
of the Basket Amount.
(c) The maximum amount of indemnifiable Losses which may be recovered from Sellers
arising out of or resulting from the causes set forth in any provision of this Agreement,
shall be limited to the sum of $2,000,000.00 (the “Cap”).  The maximum amount of
indemnifiable Losses which may be recovered from Buyer arising out of or resulting
from the causes set forth in any provision of this Agreement, shall be limited to the
Cap.
(d) Notwithstanding (a), (b) and (c) above, none of the De Minimis Amount, the Basket
Amount nor the Cap shall apply with respect to any Losses resulting from breaches
of any of the Fundamental Representations; provided, however, that Sellers shall not
be liable for indemnification obligations in excess of the Purchase Price with respect
to any Losses arising of or resulting from any breach of any representation, warranty,
covenant or agreement of Sellers contained in this Agreement. 





	
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(e) Notwithstanding anything to the contrary contained in this Agreement: (i) no Party
shall  be  liable  for  any  indirect,  special,  incidental,  exemplary,  punitive  or
consequential Losses or for any lost profits of any other party; (ii) no Indemnitor shall
be required to defend any Indemnitee in any investigation, action or other Proceeding
instituted against such Indemnity unless such Proceeding arises from claims from a
Governmental  Authority  or  any  other  third  party  which  is  not  an  Affiliate  of  the
Indemnitee; and (iii) with respect to contingent or unquantifiable Losses, no payment
will be due by any indemnifying party unless and until the relevant Losses cease to
be contingent or may be quantified.
(f) No  Party  shall  have  any  liability  under  any  provision  of  this  Agreement  for  any
increased  Losses  caused  by  or  resulting  from  the  gross  negligence  or  willful
misconduct of the other Party. Each Party shall take and shall cause to be taken all
steps reasonably necessary to mitigate all such Losses promptly after becoming aware
of any event that could reasonably be expected to give rise to such Losses.
(g) The  computation  of  the  Losses  pursuant  to  this  Article  XI  shall  be  made  after
deducting therefrom any indemnity, contribution or other similar payment recovered
by  the  indemnified  party  from  any  third  party  with  respect  thereto,  less  any  cost
actually incurred by the indemnified party in the collection of any such proceeds,
indemnity, contribution or other similar payment.
Section 11.7. Tax  Treatment  of  Indemnification  Payments. Any  indemnification
payments pursuant to this Article XI shall be treated as an adjustment to the Purchase Price by the
parties for Tax purposes, unless otherwise required by Law.
Section 11.8. Exclusive Remedies.  Excluding Section 6.2, Section 7.1, Section 7.7 and
any Seller Warranty Breach relating to any special warranty of title to the Purchased Assets, and
subject to Sections 12.7 and 12.8, the parties acknowledge and agree that their sole and exclusive
remedy with respect to any and all Losses (other than Losses arising from fraud in connection with
the transactions contemplated by this Agreement) for any breach of any representation, warranty,
covenant,  agreement  or  obligation  set  forth  herein,  shall  be pursuant  to  the  indemnification
provisions set forth in this Article XI.  In furtherance of the foregoing, each party hereby waives,
to the fullest extent permitted under applicable Laws, any and all rights, claims and causes of action
for any breach of any representation, warranty, covenant, agreement or obligation set forth herein
or otherwise relating to the subject matter of this Agreement it may have against the other parties
hereto and their Affiliates and each of their respective Representatives arising under or based upon
any Law, other than claims with respect to fraud, claims for equitable relief, and the right to obtain
indemnification pursuant to this Article XI.  Nothing in this Section 11.8 shall limit any Person’s
right to seek and obtain any equitable relief or other remedy with respect to any breach of Sections
6.2, Section 7.1 or Section 7.7, with respect to any Seller Warranty Breach relating to any special
warranty of title to the Purchased Assets or on account of any fraud.
ARTICLE XII. MISCELLANEOUS.
Section 12.1. Expenses.   Except  as  otherwise  expressly  provided  herein  (including  in
Article VIII (Tax Matters)), all costs and expenses incurred in connection with this Agreement and
the other Transaction Documents and the transactions contemplated herein and therein shall be 





	
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paid by the party incurring such costs and expenses; provided, for the sake of clarity, Sellers shall
pay all amounts payable to Jefferies, LLC in connection herewith and therewith.
Section 12.2. Notices.  All notices, claims, demands and other communications hereunder
shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written
confirmation of receipt), (b) when received by the addressee if sent by a nationally-recognized
overnight courier (receipt requested), (c) on the next Business Date following the date sent by
email of a PDF document (with confirmation of transmission), or (d) on the third Business Day
after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective parties at the following applicable address
(with copies of the same sent to the following applicable addresses) or at such other addresses for
a party (or such party’s outside or in-house counsel) as shall be specified in a notice given in
accordance with this Section 12.2:
If to Sellers:

Coronado IV LLC
 Danbury Road, Suite 101
Wilton, CT 06897
Attn:  Christopher P. Meyering, Esq.
Email: cmeyering@coronadoglobal.com

Buchanan Minerals, LLC
100 Bill Baker Way
Beckley, West Virginia 25801
Attn:   Jason P. Bragg and Bob Cline
Emails: jason.bragg@coronadous.com and
  bcline@coronadocoal.com


Buchanan Mining Company LLC
100 Bill Baker Way
Beckley, West Virginia 25801
Attn:   Jason P. Bragg and Bob Cline
Emails: jason.bragg@coronadous.com and
  bcline@coronadocoal.com

with copies (which shall not constitute notice to Sellers) to:

Dinsmore & Shohl LLP
215 Don Knotts Boulevard, Suite 310
Morgantown, West Virginia 26501
Attn:  F. Thomas Rubenstein, Esq.
Email:  thomas.rubenstein@dinsmore.com



 





	
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Dinsmore & Shohl LLP
611 Third Avenue
Huntington, West Virginia 25701
Attn:   Bryon D. Collier, Esq.
Email:  bryon.collier@dinsmore.com

If to Buyer:

Ramaco Resources, LLC
250 West Main Street, Suite 1800
Lexington, Kentucky 40507
Attn:   Randall W. Atkins
Email:  rwa@ramacocoal.com

with copies (which shall not constitute notice to Buyer) to:

Ramaco Resources, LLC
250 West Main Street, Suite 1800
Lexington, Kentucky 40507
Attn:   Barkley J. Sturgill, Jr., Esq.
Email:  bjs@ramacocoal.com

Jones & Associates
13 Kanawha Boulevard W., Suite 200
Charleston, West Virginia 25302
Attn:   E. Forrest Jones, Jr., Esq. and/or Matthew W. Gallimore, Esq.
Email:  efjones@efjones.com and
mgallimore@efjones.com

Section 12.3. Construction.  This Agreement shall be construed without regard to any
presumption  or  rule  requiring  the  construction  or  interpretation  against  the  party  drafting  an
instrument or causing any instrument to be drafted.
Section 12.4. Headings.  The headings in this Agreement are for reference only and shall
not affect the interpretation of this Agreement.
Section 12.5. Disclosure Schedules.
(a) Unless  otherwise  defined  therein,  all  capitalized  terms  used  in  the  Disclosure
Schedules will have the meanings ascribed to them herein, and all section references
in the schedules refer to the corresponding section hereof. The attachments to the
Disclosure Schedules form an integral part thereof and are incorporated by reference
for all purposes as if set forth fully therein. The headings contained in the Disclosure
Schedules are for convenience of reference purposes only and will not affect in any
way the meaning or interpretation of this Agreement or the Disclosure Schedules. No
reference to or disclosure of any item or other matter in the Disclosure Schedules will
be construed as an admission or indication that such item or other matter is material
or  that  such  item  or  other  matter  is  required  to  be  referred  to  or  disclosed  in  the 





	
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Disclosure  Schedules.  Any  information contained  in  any  particular  Disclosure
Schedule will be deemed to be contained in another Disclosure Schedule if (i) it is
expressly included in such other Disclosure Schedule (by cross reference or specific
reference) or (ii) it would be reasonably apparent to an informed and sophisticated
purchaser in the industry from the reading of the disclosure that such disclosure is
applicable to any other applicable Disclosure Schedule.
(b) In the event that, during the period between the Effective Date and the Closing Date,
any matter or event beyond the control of Sellers or their respective Affiliates arises
or occurs which would require Sellers to update any of the Disclosure Schedules in
order to cause any of the representations, warranties or covenants of Sellers in this
Agreement to be true and correct so as to avoid a potential breach thereof, Sellers may
and shall have the right from time to time prior to the Closing Date to request that
Buyer consent to Sellers amending and supplementing such Disclosure Schedules, in
writing (including electronic communication) given to Buyer or its legal counsel, for
the purpose of the disclosure of such new or updated information required to be so
disclosed in order to avoid such potential breach.  If Buyer consents to Sellers so
amending or supplementing any such Disclosure Schedules, the terms and conditions
of  this  Agreement,  including,  without  limitation,  Sellers’  representations  and
warranties  in  Article  IV  hereof,  shall  be  deemed  to  include  such  amended  and
supplemented disclosures made pursuant to this Section 12.5(b) as of the Effective
Date and thereafter, including the Closing Date, and as a result thereof, (i) any such
update to such Disclosure Schedules shall be deemed to cure and correct any breach
of any representation or warranty that would have existed if Sellers would not have
made  such  update  to  such  Disclosure  Schedules,  and  (ii)  any  claim  for
indemnification by a Buyer Indemnitee pursuant to Article XI of this Agreement shall
not be applicable with respect to the matters reflected in such Disclosure Schedule as
so updated.  In the event that Buyer objects to Sellers so amending or supplementing
the Disclosure Schedules, Sellers shall not have the right to do so, and the terms and
conditions of this Agreement, including, without limitation, Sellers’ representations
and warranties in Article IV hereof, shall be deemed to not include any such amended
or supplemented disclosures requested by Sellers to be made pursuant to this Section
12.5(b); provided, however, Sellers shall have the right to deem that the conditions
set forth in Section 9.3 have not been met and to terminate this Agreement, on or
before the Closing Date, if Sellers reasonably determine that the inability of Sellers
to amend or supplement such Disclosure Schedules for the purpose of disclosing any
such new or updated information would subject Sellers to potential indemnification
obligations under this Agreement in excess of the Basket Amount; provided, further,
in any event, Buyer shall have the right to deem that the conditions set forth in Section
9.2 have not been met and terminate this Agreement, on or before the Closing Date,
if Buyer reasonably determines that the new or updated information proposed to be
disclosed by Sellers causes a condition in Section 9.2 to not be satisfied.
Section 12.6. Successors and Assigns; Assignment.
(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.   





	
	63

(b) Except as otherwise expressly provided herein, no party may assign any of its rights
or obligations hereunder without the prior written consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed.  Any purported
assignment in violation of this Section shall be null and void.  Unless otherwise agreed
by the other party in writing, no assignment of this Agreement shall relieve or release
the assigning party of any of its obligations hereunder.
(c) Notwithstanding the foregoing, at any time prior to the Closing, Buyer may, without
the consent of Sellers partially assign any of its rights to purchase or acquire any of
the Purchased Assets hereunder to one or more Affiliates of Buyer, including, without
limitation, newly-formed Affiliates of Buyer established for such purpose, so long as
each  such  assignee  Affiliate  of  Buyer  executes  and  delivers  to  Sellers  a  legally-
binding joinder to this Agreement whereby such Affiliate agrees to be bound by the
terms and conditions of this Agreement.  For the sake of clarity, no such assignment
shall relieve or release Buyer of any of its obligations hereunder unless otherwise
agreed by Sellers in writing.
Section 12.7. Parties in Interest. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and its or their permitted successors and assigns, and nothing
in this Agreement, express or implied, is intended to confer upon any other Person any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
Section 12.8. Legal Recourse.
(a) This Agreement may be enforced against, and any claim, action, suit or other legal
proceeding based upon, arising out of or related to this Agreement, or the negotiation,
execution or performance of this Agreement, may be brought against the entities that
are expressly named as parties hereto, each of their respective Specified Affiliates,
and their successor and permitted assigns and.
(b) Each party hereto, on behalf of itself and its Affiliates, represents, warrants and agrees
that (i) it has been granted the proper authority, as an agent of each of its Affiliates,
to bind each of its Affiliates to the terms and conditions of this Section 12.8 and (ii)
the provisions of this Section 12.8 are binding upon and constitute legal obligations
of such party and each of its Specified Affiliates.
(c) Notwithstanding anything to the contrary set forth herein, no natural person who is a
past, present or future director, officer, employee, incorporator, manager, member,
partner, stockholder, agent, attorney or other Representative of any party hereto or of
any of its Affiliates, or any of their successors or permitted assigns, shall have any
liability for any obligations or liabilities of any party hereto under this Agreement or
for any claim,  action, suit or other legal proceeding based on, in respect of or by
reason of the transactions contemplated hereby.
Section 12.9. Governing Law; Submission to Jurisdiction.
(a) Except as otherwise expressly set forth below, all matters arising out of or relating to
this Agreement shall be governed by and construed in accordance with the internal
laws  of  the  State  of  West  Virginia,  without  giving  effect  to  its  conflicts  of  laws
principles.   





	
	64

(b) Notwithstanding the foregoing, any dispute, controversy, legal suit or action, or other
matter relating solely to any of the Owned Real Property or Leased Real Property
located exclusively in Tazewell County, Virginia, shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Virginia to the extent
required by the conflicts of laws principles of the State of West Virginia.
(c) Any  legal  suit,  action,  proceeding  or  dispute  arising  out  of  or  relating  to  this
Agreement, the other Transaction Documents or the transactions contemplated hereby
or thereby shall be instituted in the federal courts of the United States of America or
the courts of the State of West Virginia, in each case, which are located in Kanawha
County,  West  Virginia,  and  each  party  irrevocably  submits  to  the  exclusive
jurisdiction  of  such  courts  in  any  such  suit,  action,  proceeding  or  dispute  and
irrevocably  and  unconditionally  waives,  to  the  fullest  extent  it  may  legally  and
effectively do so, any objection which it may now or hereafter have to the laying of
venue of any such suit, action, proceeding or dispute in such courts.  Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such suit, action, proceeding
or dispute in any such court.
Section 12.10. Severability.  If any term or provision of this Agreement is invalid, illegal
or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement.
Section 12.11. Entire Agreement.  This Agreement and the other Transaction Documents
constitute the sole and entire agreement and understanding of the parties to this Agreement with
respect  to  the  subject  matter  contained  herein  and  therein  and  supersede  all  prior  and
contemporaneous representations, warranties, understandings and agreements, both written and
oral, with respect to such subject matter.  Except as may otherwise me expressly provided in any
of the other Transaction Documents, in the event of any inconsistency between the provisions and
statements  in  the  body  of  this  Agreement  and  those  in  the  other  Transaction  Documents,  the
Exhibits or the Disclosure Schedules, the provisions and statements in the body of this Agreement
will control.
Section 12.12. Amendment and Modification; Waiver.  This Agreement may only be
amended,  modified  or  supplemented  by  an  agreement  in  writing  signed  by  each  party  hereto
referencing this Agreement and the parties’ intent to amend, modify or supplement the same.  No
waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving the same.  No failure to exercise, or delay in exercising,
any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right or remedy.
Section 12.13. Counterparts.  This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which together shall be deemed to be one and
the same agreement.  A signed copy of this Agreement delivered by facsimile, email or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an
original  signed  copy  of  this  Agreement  and  shall  constitute  an  original  counterpart  of  this
Agreement for all purposes.
 




 


  


IN WITNESS WHEREOF, Sellers and Buchanan have each caused this
Agreement to be executed on its behalf by one of its officers or managers thereunto duly authorized, all at or on the date and year first
above written.


 


	 	SELLERS:
	 	 
	 	CORONADO IV LLC
	 	 
	 	By	/s/ Jeffrey D. Bitzer
	 	Name:	Jeffrey D. Bitzer
	 	Title:	Chief Operating Officer - US
	 	 	 
	 	BUCHANAN MINERALS, LLC
	 	 	 
	 	By	/s/ Jeffrey D. Bitzer
	 	Name:	Jeffrey D. Bitzer
	 	Title:	Chief Operating Officer - US
	 	 	 
	 	BUCHANAN: (Buchanan is signing for the limited purpose of joining in the MCSA Partial
    Assignment and MCSA Partial Assignment Memorandum and is not a Seller hereunder)
	 	 	 
	 	BUCHANAN MINING COMPANY LLC
	 	 	 
	 	By	/s/ Jeffrey D. Bitzer 
	 	Name:	Jeffrey D. Bitzer
	 	Title:	Chief Operating Officer - US



 


[Signature Page of Sellers and Buchanan
to Asset Purchase Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, Buyer
has caused this Agreement to be executed on its behalf by one of its officers or managers thereunto duly authorized, at or on the date
and year first above written.


 


	 	BUYER:
	 	 
	 	RAMACO RESOURCES, LLC
	 	 
	 	By	/s/ Christopher L. Blanchard
	 	Name:	Christopher L. Blanchard
	 	Title:	President



 


[Signature Page to Asset Purchase Agreement]


 






     


     


    



 	
	

LIST OF DISCLOSURE SCHEDULES

Disclosure Schedules
Schedule K
Schedule PE
―
―
Sellers’ Knowledge
Specified Permitted Encumbrances
Schedule SD ― Source Deeds
Schedule 2.1(a) ― Owned Surface Tracts
Schedule 2.1(b) ― Owned Coal Reserves
Schedule 2.1(c) ― Leased Surface Tracts
Schedule 2.1(d) ― Leased Coal Reserves
Schedule 2.1(e) ― Easements
Schedule 2.1(f) ― Purchased Permits
Schedule 2.1(g) ― Railroad Agreements
Schedule 2.1(h) ― Purchased Contracts
Schedule 2.1(i) ― Warranty Rights
Schedule 2.1(j) ― Tangible Personal Property
Schedule 2.2(c) ― Seller Reclamation Bonds
Schedule 2.2(d) ― Excluded Permits
Schedule 2.2(h) ― Excluded Contracts
Schedule 2.2(m) ― Specified Excluded Assets
Schedule 4.3 ― Seller Conflicts or Violations
Schedule 4.4 ― Required Consents
Schedule 4.5 ― Title to Purchased Assets
Schedule 4.7(b) ― Leases and Lease Modification Instruments
Schedule 4.7(f) ― Leased Real Property – Certain Encumbrances
Schedule 4.8 ― Easement Exceptions
Schedule 4.10(a) ― Purchased Mining Permits
Schedule 4.10(b) ― Required Additional Permits
Schedule 4.10(e) ― Permit Applications
Schedule 4.11(a) ― Unfurnished Purchased Contracts
Schedule 4.11(b) ― Material Contracts
Schedule 4.11(c) ― Excluded Material Contracts
Schedule 4.11(d) ― Breaches of Material Contracts
Schedule 4.12 ― Excluded Warranty Rights
Schedule 4.15 ― Litigation
Schedule 4.16  ― Compliance with Laws
Schedule 4.17 ― Mining and Environmental Matters
Schedule 4.18 ― Mine Safety and Health Matters
Schedule 4.19(a) ― Labor Matters
Schedule 4.19(c) ― Employees
Schedule 4.20
Schedule 4.21
―
―
Tax Matters
Intellectual Property
Schedule 4.23 ― Seller Indebtedness
Schedule 4.26 ― Material Changes
Schedule 4.27 ― Related Party Transactions 





	
	

LIST OF EXHIBITS
Exhibit A  - Amonate Mine Complex Property Map
Exhibit B  -  Amonate Surface Tracts Map
Exhibit C  -  Amonate Coal Reserves Map
















  





	
	U V 161
U V 635
U V 616
U V 67
U V 61
U V 600
U V 644
U V 16
U V 627
£ ¤ 460
£ ¤ 19
This map is property of Coronado IV LLC
and contains information that is proprietary
and confidential in nature and may not be
copied or reproduced without prior written consent.
1 inch = 10,000 feet
Exhibit A
Date: 10/26/2021
Revisions:     1
Prepared By:
Approved By:
 ̄
L:\Maps and Drawings\Arc Maps\amonate_project_radar__exhibt_a.mxd   -  chris.looney
Amonate Mine Complex Property
0 0.9 1.8 2.7 3.6 0.45
Miles





	
	U V 161
U V 635
U V 616
U V 67
U V 61
U V 600
U V 644
U V 16
U V 627
£ ¤ 460
£ ¤ 19
This map is property of Coronado IV LLC
and contains information that is proprietary
and confidential in nature and may not be
copied or reproduced without prior written consent.
1 inch = 10,000 feet
Exhibit B
Date: 10/25/2021
Revisions:     1
Prepared By:
Approved By:
 ̄
L:\Maps and Drawings\Arc Maps\amonate_surface_map.mxd   -  chris.looney
Surface Lease
Owned Surface
Project Boundary
0 0.9 1.8 2.7 3.6 0.45
Miles





	
	Prep-Plant
Surface Area
Partial Lease
Assignment (P3)
U V 161
U V 635
U V 616
U V 67
U V 61
U V 600
U V 644
U V 16
U V 627
£ ¤ 460
£ ¤ 19
This map is property of Coronado IV LLC
and contains information that is proprietary
and confidential in nature and may not be
copied or reproduced without prior written consent.
1 inch = 10,000 feet
Exhibit C
Date: 10/25/2021
Revisions:     1
Prepared By:
Approved By:
 ̄
L:\Maps and Drawings\Arc Maps\amonate_project_radar_control_map_8X11.mxd   -  chris.looney
Pocahontas #3 Seam Excepted
Coal Deed (All Seams)
Coal Deed (All Seams Below Pocahontas #8)
Coal Deed (All Seams less paid-up lease on Lower Seaboard
and above)
Coal Lease (Refer to Lease for Seam Control)
0 0.9 1.8 2.7 3.6 0.45
Miles