Exhibit 10.3

 

EXECUTION VERSION

 

 

 

JOINDER AGREEMENT

 

THIS JOINDER AGREEMENT, dated as of February 24, 2016 (this “Agreement”) is executed by WARRIOR COAL, LLC, WEBSTER COUNTY COAL, LLC, WHITE OAK RESOURCES LLC, and HAMILTON COUNTY COAL, LLC (the “Additional Originators”), each a limited liability company organized under the laws of Delaware with its principal place of business located at 1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma.

 

 

BACKGROUND:

 

A.        Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Company”) and the various entities from time to time party thereto, as Originators (collectively, the “Originators”), have entered into that certain Purchase and Sale Agreement, dated as of December 5, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Purchase and Sale Agreement”).

 

B.        The Additional Originators desire to become Originators pursuant to Section 4.3 of the Purchase and Sale Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Additional Originators hereby agree as follows:

 

SECTION 1.   Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Purchase and Sale Agreement or in the Receivables Financing Agreement (as defined in the Purchase and Sale Agreement).

 

SECTION 2.   Transaction Documents.  The Additional Originators hereby agree that each shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be party to (as if each were an original signatory to), the Purchase and Sale Agreement and each of the other relevant Transaction Documents.  From and after the later of the date hereof and the date that each Additional Originator has complied with all of the requirements of Section 4.3 of the Purchase and Sale Agreement, the Additional Originators shall be Originators for all purposes of the Purchase and Sale Agreement and all other Transaction Documents. Each Additional Originator hereby acknowledges that it has received copies of the Purchase and Sale Agreement and the other Transaction Documents.

 

SECTION 3.   Representations and Warranties.  Each Additional Originator hereby makes all of the representations and warranties set forth in Article V (to the extent applicable) of the Purchase and Sale Agreement as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth herein.

 

 

Joinder Agreement

 











 

SECTION 4.   Amendments to the Purchase and Sale Agreement.  The Purchase and Sale Agreement is hereby amended as follows:

 

(a)        Schedule I of the Purchase and Sale Agreement is replaced in its entirety with Schedule I attached hereto.

 

(b)        Schedule II of the Purchase and Sale Agreement is replaced in its entirety with Schedule II attached hereto.

 

(c)        Schedule III of the Purchase and Sale Agreement is replaced in its entirety with Schedule III attached hereto.

 

(d)       Schedule IV of the Purchase and Sale Agreement is replaced in its entirety with Schedule IV attached hereto.

 

(e)        Schedule V of the Purchase and Sale Agreement is replaced in its entirety with Schedule V attached hereto.

 

SECTION 5.   Cut-Off Date.  The parties hereto hereby agree that the Cut-Off Date with respect to the Additional Originators shall be January 31, 2016.

 

SECTION 6.   Miscellaneous.  THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).  This Agreement is executed by the Additional Originators for the benefit of the Buyer, and its assigns, and each of the foregoing parties may rely hereon.  This Agreement shall be binding upon, and shall inure to the benefit of, the Additional Originators and their successors and permitted assigns.  The Originators that are not Additional Originators, and the Buyer join in this Agreement for purposes of consenting to the addition of the Additional Originators and amending the Purchase and Sale Agreement as contemplated by Section 4.  Administrative Agent joins in this Agreement to evidence its consent to the addition of the Additional Originators and the amendments contemplated in Section 4.

 

[Signature Pages Follow]

 

 

Joinder Agreement

 











 

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.

 

 

	
 
    	
WARRIOR COAL, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ R. Eberly Davis
    
	
 
    	
 
    	
Name: R. Eberley Davis
    
	
 
    	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WEBSTER COUNTY COAL,   LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ R. Eberly Davis
    
	
 
    	
 
    	
Name: R. Eberley Davis
    
	
 
    	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WHITE OAK RESOURCES LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ R. Eberly Davis
    
	
 
    	
 
    	
Name: R. Eberley Davis
    
	
 
    	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HAMILTON COUNTY COAL,   LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ R. Eberly Davis
    
	
 
    	
 
    	
Name: R. Eberley Davis
    
	
 
    	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    


 

 

Joinder Agreement

 











 

	
 
    	
ORIGINATORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ALLIANCE COAL, LLC
    
	
 
    	
GIBSON COUNTY COAL, LLC
    
	
 
    	
HOPKINS COUNTY COAL,   LLC
    
	
 
    	
METTIKI COAL (WV), LLC
    
	
 
    	
MT. VERNON TRANSFER   TERMINAL, LLC
    
	
 
    	
RIVER VIEW COAL, LLC
    
	
 
    	
SEBREE MINING, LLC
    
	
 
    	
TUNNEL RIDGE, LLC
    
	
 
    	
WHITE COUNTY COAL, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ R. Eberly Davis
    	
 
    
	
 
    	
Name: R. Eberley Davis
    
	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    


 

 

Joinder Agreement

 











 

Consented to:

 

ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

 

 

	
By:
    	
/s/ R. Eberly Davis
    	
 
    
	
Name: R. Eberley Davis
    	
 
    
	
Title:   Senior Vice President, General Counsel, and Secretary
    


 

 

Joinder Agreement

 











 

Acknowledged by and consented to:

 

PNC BANK, NATIONAL ASSOCIATION,
 as Administrative Agent and sole Lender

 

 

	
By:
    	
/s/ Michael Brown
    	
 
    
	
Name: Michael Brown
    	
 
    
	
Title: Senior Vice   President
    	
 
    


 

 

Joinder Agreement

 












 

Schedule I

 

 

LIST OF ORIGINATORS

 

 

 

Alliance Coal, LLC

 

Gibson County Coal, LLC

 

Hamilton County Coal, LLC

 

Hopkins County Coal, LLC

 

Mettiki Coal (WV), LLC

 

Mt. Vernon Transfer Terminal, LLC

 

River View Coal, LLC

 

Sebree Mining, LLC

 

Tunnel Ridge, LLC

 

Warrior Coal, LLC

 

Webster County Coal, LLC

 

White County Coal, LLC

 

White Oak Resources LLC

 

 

	
 
    	
Schedule II
    	
Joinder Agreement
    


 











 

Schedule II

 

 

LOCATION OF EACH ORIGINATOR

 

 

	
Originator
    	
Location
    
	
 
    	
 
    
	
Alliance Coal, LLC
    	
Delaware
    
	
Gibson County Coal, LLC
    	
Delaware
    
	
Hamilton County Coal,   LLC
    	
Delaware
    
	
Hopkins County Coal,   LLC
    	
Delaware
    
	
Mettiki Coal (WV), LLC
    	
Delaware
    
	
Mt. Vernon Transfer   Terminal, LLC
    	
Delaware
    
	
River View Coal, LLC
    	
Delaware
    
	
Sebree Mining, LLC
    	
Delaware
    
	
Tunnel Ridge, LLC
    	
Delaware
    
	
Warrior Coal, LLC
    	
Delaware
    
	
Webster County Coal,   LLC
    	
Delaware
    
	
White County Coal, LLC
    	
Delaware
    
	
White Oak Resources LLC
    	
Delaware
    


 

 

Joinder Agreement

 











 

Schedule III

 

 

LOCATION OF BOOKS AND RECORDS OF EACH ORIGINATOR

 

 

	
Originator
    	
Location of   Books and Records
    
	
 
    	
 
    
	
Alliance Coal,   LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Gibson County   Coal, LLC

 
    	
1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma
    
	
Hamilton County   Coal, LLC

 
    	
1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma
    
	
Hopkins County   Coal, LLC

 
    	
1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma
    
	
Mettiki Coal   (WV), LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Mt. Vernon   Transfer Terminal, LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
River View Coal,   LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Sebree Mining,   LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Tunnel Ridge,   LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Warrior Coal,   LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
Webster County   Coal, LLC

 
    	
1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma
    
	
White County   Coal, LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    
	
White Oak   Resources LLC

 
    	
1717 S. Boulder   Ave., Suite 400, Tulsa, Oklahoma
    


 

 

	
 
    	
Schedule III
    	
Joinder Agreement
    


 











 

Schedule IV

 

 

TRADE NAMES OF EACH ORIGINATOR

 

 

	
Legal Name
    	
Trade Names
    
	
Alliance Coal,   LLC

 
    	
Not Applicable
    
	
Gibson County   Coal, LLC

 
    	
Not Applicable
    
	
Hamilton County   Coal, LLC

 
    	
Not Applicable
    
	
Hopkins County   Coal, LLC

 
    	
Not Applicable
    
	
Mettiki Coal   (WV), LLC

 
    	
Not Applicable
    
	
Mt. Vernon   Transfer Terminal, LLC

 
    	
Not Applicable
    
	
River View Coal,   LLC

 
    	
Not Applicable
    
	
Sebree Mining,   LLC

 
    	
Not Applicable
    
	
Tunnel Ridge,   LLC

 
    	
Not Applicable
    
	
Warrior Coal,   LLC

 
    	
Not Applicable
    
	
Webster County   Coal, LLC

 
    	
Not Applicable
    
	
White County   Coal, LLC

 
    	
Not Applicable
    
	
White Oak   Resources LLC

 
    	
Not Applicable
    


 

 

	
 
    	
Schedule IV
    	
Joinder Agreement
    


 













 

Schedule V

 

 

LOCATION OF MINING OPERATIONS OF EACH ORIGINATOR

 

 

	
 

 

ORIGINATOR
    	
MINEHEAD
    	
STATE
    	
COUNTY
    
	
Alliance   Coal, LLC

 
    	
N/A
    	
N/A
    	
N/A
    
	
Gibson   County Coal, LLC

 
    	
Gibson N.   Complex/

Gibson S.   Complex
    	
IN
    	
Gibson County

Knox County
    
	
Hamilton   County Coal, LLC

 
    	
Hamilton County   Coal

Mine #1   (Hamilton County Coal, LLC operates and generates its Receivables from coal   mined at this mine, but the record interest in coal at this mine is held by   White Oak Resources LLC)
    	
IL
    	
Hamilton County
    
	
Hopkins   County Coal, LLC

 
    	
Elk Creek Mine
    	
KY
    	
Hopkins County
    
	
Mettiki   Coal (WV), LLC

 
    	
Mettiki-   Mountain View Mine
    	
WV
    	
Grant County

Tucker County
    
	
Mt.   Vernon Transfer Terminal, LLC

 
    	
N/A (Transfer   Terminal)
    	
N/A
    	
N/A
    
	
River   View Coal, LLC

 
    	
River View Mine
    	
KY
    	
Union County
    
	
Sebree   Mining, LLC

 
    	
Onton No. 9   Mine
    	
KY
    	
Hopkins County

Webster County
    
	
Tunnel   Ridge, LLC

 
    	
Tunnel Ridge   Mine
    	
PA

WV
    	
Washington   County

Ohio County
    
	
Warrior   Coal, LLC

 
    	
Warrior Mine
    	
KY
    	
Hopkins County
    
	
Webster   County Coal, LLC

 
    	
Dotiki Mine
    	
KY
    	
Webster County
    


 

 

	
 
    	
Schedule V
    	
Joinder Agreement
    


 













 

	
 

 

ORIGINATOR
    	
MINEHEAD
    	
STATE
    	
COUNTY
    
	
White   County Coal, LLC

 
    	
Pattiki Mine
    	
IL
    	
White County
    
	
White   Oak Resources LLC

 
    	
Hamilton County   Coal

Mine #1 
    	
IL
    	
Hamilton County
    


 

 

	
 
    	
Schedule V
    	
Joinder Agreement