exv10w2







Exhibit 10.2



Execution Version




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 1,
2011, and is made by and among ARMSTRONG COAL COMPANY, INC., a Delaware corporation, ARMSTRONG LAND
COMPANY, LLC, a Delaware limited liability company, WESTERN MINERAL DEVELOPMENT, LLC, a Delaware
limited liability company, WESTERN DIAMOND LLC, a Nevada limited liability company, WESTERN LAND
COMPANY, LLC, a Kentucky limited liability company, and ELK CREEK, L.P., a Delaware limited
partnership (each a “Borrower” and collectively, the “Borrowers”), the GUARANTORS
PARTY HERETO (individually a “Guarantor” and collectively, the “Guarantors”, and
together with the Borrowers, the “Loan Parties”), the FINANCIAL INSTITUTIONS PARTY HERETO
(individually a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative
Agent”).



RECITALS:




     WHEREAS, the Loan Parties, the Lenders and the Administrative Agent are parties to that
certain Credit Agreement, dated as of February 9, 2011 (the “Credit Agreement”);



     WHEREAS, the Loan Parties desire to conduct certain equity offerings (as described below) and,
to facilitate such offerings, will (a) change the name of Armstrong Energy, Inc. to Armstrong
Holdings, Inc. (“AH”); (b) convert Armstrong Land Company, LLC from a limited liability
company to a corporation, and in connection therewith, change the name of Armstrong Land Company,
LLC to Armstrong Energy, Inc. (“AE”) and issue stock from the resulting corporation in exchange for
the prior membership interests of Armstrong Land Company, LLC (such actions are collectively
referred to as the “2011 Conversion”); and (c) merge Armstrong Resources Holdings, LLC into
AH;



     WHEREAS, AE may sell additional equity in AE pursuant to private placement(s) (the “AE
Equity Offering”);



     WHEREAS, Elk Creek L.P. may sell additional equity in Elk Creek L.P. pursuant to private
placement(s) (the “Elk Creek Equity Offering”);



     WHEREAS, to permit the foregoing transactions and to modify certain provisions of the Credit
Agreement, the Loan Parties have requested that the Lenders agree to various amendments as set
forth herein, and the Lenders have agreed to amend the Credit Agreement as hereinafter provided.



     NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, and
incorporating the above-defined terms herein, the parties hereto agree as follows:



 









 




     1. Recitals; Capitalized Terms. The foregoing recitals are true and correct and
incorporated herein by reference. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings given to them in the Credit Agreement.



     2. Amendments to Credit Agreement.



          (a) Amended Definitions. The following definitions are hereby amended and restated as
follows:




                    “Fixed Charge Coverage Ratio shall mean the ratio of (a) Consolidated EBIT to (b)
Fixed Charges.”



          (b) New Definitions. The following new definitions are hereby inserted in Section 1.1
of the Credit Agreement in alphabetical order:




                    “2011 Conversion shall mean the conversion of Armstrong Land Company, LLC from a
limited liability company to a corporation, as permitted by the First Amendment.”



                    “AE Equity Offering shall mean the issuance of equity out of Armstrong Energy, Inc.
pursuant to a private placement(s), as permitted by the First Amendment.”



                    “Auditor’s Report shall have the meaning ascribed to such term in Section 8.3.2
[Annual Financial Statements].”



                    “Consolidated EBIT for any period of determination shall mean Consolidated EBITDA less
depreciation, depletion and amortization.”



                    “Elk Creek Equity Offering shall mean the issuance of equity out of Elk Creek L.P.
pursuant to a private placement(s), as permitted by the First Amendment.”



                    “First Amendment shall mean that certain First Amendment to this Agreement dated as of
July 1, 2011.”




                    “First Amendment Effective Date shall mean July 1, 2011.”



          (c) Amendment to Schedule 1.1(A) to the Credit Agreement [Pricing Grid] of the Credit
Agreement. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and
replaced with Schedule 1.1(A) to this Amendment and any change in pricing shall be effective as of
the First Amendment Effective Date.




          (d) Updated Schedule 1.1(R) to the Credit Agreement. Schedule 1.1(R) to the Credit
Agreement is hereby deleted in its entirety and replaced with the corresponding Schedule attached
to and made part of this Amendment.




          (e) Amendment to Section 3.2 of the Credit Agreement [Nature of Term Lenders’ Obligations
with Respect to Term Loans; Repayment Terms]. Section 3.2 is hereby amended and restated as
follows:





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                    “3.2 Nature of Term Lenders’ Obligations with Respect to Term Loans; Repayment
Terms. The obligations of each Term Lender to make Term Loans to the Term Borrowers
shall be in the proportion that such Term Lender’s Term Loan Commitment bears to the Term
Loan Commitments of all Term Lenders to the Term Borrowers, but each Term Lender’s Term Loan
to the Term Borrowers shall never exceed its Term Loan Commitment. The failure of any Term
Lender to make a Term Loan shall not relieve any other Term Lender of its obligations to
make a Term Loan nor shall it impose any additional liability on any other Term Lender
hereunder. The Term Lenders shall have no obligation to make Term Loans hereunder after the
Closing Date. The Term Loan Commitments are not revolving credit commitments, and the Term
Borrowers shall not have the right to borrow, repay and reborrow under Section 3.1 [Term
Loan Commitments]. Principal on the Term Loans shall be paid quarterly on each Payment
Date, commencing January 1, 2012, in a principal amount equal to 5.0% of the outstanding
principal balance of the Term Loans as of December 31, 2011 with the entire remaining
principal balance and any outstanding interest payable on the Maturity Date, unless
otherwise accelerated pursuant to the terms of this Agreement.”



     (f) Amendment to Section 5.7.4 of the Credit Agreement [Issuance of Equity]. Section
5.7.4 is hereby amended and restated as follows:





                    “5.7.4 Issuance of Equity. Within five (5) Business Days of any issuance or
sale of equity by any Borrower (other than issuances pursuant to subsection (a), (b) and (c)
of Section 8.2.12 [Issuance of Stock] of this Agreement), the Borrowers shall make a
mandatory prepayment of principal on the Term Loans equal to the Net Cash Proceeds, together
with accrued interest on such principal amount. Notwithstanding the foregoing, the
mandatory prepayment of principal on the Term Loans with respect to the Net Cash Proceeds
obtained in connection with any AE Equity Offering or Elk Creek Equity Offering occurring
prior to December 31, 2011 shall be equal to the higher of (i) all Net Cash Proceeds up to
$40,000,000 in the aggregate, or (ii) 50% of such Net Cash Proceeds in the aggregate. All
prepayments pursuant to this Section 5.7.4 shall be applied to payment in full of the
principal amount of the Term Loans by application to the unpaid installments of principal in
the inverse order of scheduled maturities.”



     (g) Amendment to Section 8.1.11(ii) of the Credit Agreement [Collateral and Additional
Collateral (Including As-Extracted Collateral); Execution and Delivery of Additional and Ancillary
Security Documents]. The first sentence of Section 8.1.11(ii) is hereby amended and restated
as follows:




                    “(ii) Without limiting the generality of the foregoing, each applicable Loan Party which owns
or leases any real property shall execute and deliver any and all Mortgages substantially in the
form of Exhibit 1.1(M) hereof, other Mortgages, deeds of trust, assignments, pledges,
security interests, financing statements and additional documents and agreements
relating thereto and Ancillary Security Documents reasonably requested by the Agent to grant a
first priority Lien (subject only to Permitted Liens), and with respect to any leased Real
Property, any lessor consents that the Administrative Agent reasonably requests, in such Loan
Party’s interest in such real property in favor of the Administrative Agent, for the ratable
benefit of the



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Lenders, as security for the Obligations; provided that, with respect to any real
estate (whether fee or leasehold) acquired after the Closing Date, such Mortgages and other
documents and instruments shall be executed and delivered (a) within thirty (30) days after the
First Amendment Effective Date, for those properties acquired prior to the date of the First
Amendment and (b) within thirty (30) days after the end of each fiscal quarter, for properties
acquired by the Loan Parties during such fiscal quarter.”




     All other provisions in Section 8.1.11(ii) shall remain unchanged.



     (h) Amendment to Section 8.2.12 of the Credit Agreement [Issuance of Stock]. Section
8.2.12 is hereby amended and restated in its entirety as follows:





                    “8.2.12 Issuance of Stock. Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, issue any additional shares of its capital stock,
membership interests, partnership interests or any options, warrants or other rights in
respect thereof, except (a) in connection with compensation, benefit plans or incentive
plans for employees or officers, (b) issuances of stock or interests in Loan Parties to
other Loan Parties; (c) in connection with: (i) the exchange of equity interests in
Armstrong Land Company, LLC or Elk Creek, L.P. for the minority equity interests held as of
the Closing Date in Armstrong Resources Holdings, LLC, Armstrong Land Company, LLC and
Armstrong Energy, Inc; or (ii) the purchase of additional equity by the Yorktown Parties or
other existing owners of Armstrong Land Company, LLC or Elk Creek L.P.; (d) the conversion
of membership interests into capital stock in connection with the 2011 Conversion or (e) the
sale of equity in AE and Elk Creek, L.P. in connection with the AE Equity Offerings or Elk
Creek Equity Offerings, respectively.”



     (i) Amendment to Section 8.2.14 of the Credit Agreement [Minimum Fixed Charge Coverage
Ratio]. Section 8.2.14 is hereby amended and restated in its entirety as follows:





                    “8.2.14 Minimum Fixed Charge Coverage Ratio. The Loan Parties shall not permit
the Fixed Charge Coverage Ratio of the Loan Parties, calculated as of the end of each fiscal
quarter for the four fiscal quarters then ended, to be less than (a) 1.05 to 1.00 for the
fiscal quarter ending March 31, 2012 through the fiscal quarter ending December 31, 2012,
and (b) 1.25 to 1.00 for the fiscal quarter ending March 31, 2013 and each fiscal quarter
thereafter.”



     (j) Amendment to Section 8.2.15 of the Credit Agreement [Maximum Leverage Ratio].
Section 8.2.15 is hereby amended and restated in its entirety as follows:







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                    “8.2.15 Maximum Leverage Ratio. The Loan Parties shall not at any time permit
the Leverage Ratio of the Loan Parties to exceed the ratio set forth below for the periods
specified below:



	 	 	 
	Fiscal Quarter Ending	 	Maximum Ratio
	June 30, 2011
	 	5.00 to 1.00
	September 30, 2011*
	 	4.75 to 1.00
	December 31, 2011
	 	3.50 to 1.00
	March 31, 2012
	 	3.25 to 1.00
	June 30, 2012
	 	2.75 to 1.00
	September 30, 2012
	 	2.75 to 1.00
	December 31, 2012 and each fiscal quarter thereafter
	 	2.50 to 1.00








 




			
	*	 	Notwithstanding the above, the maximum permitted Leverage Ratio as tested on September 30,
2011 shall be reduced by 0.25 for every $10,000,000 of Net Cash Proceeds received from AE Equity
Offerings and Elk Creek Equity Offerings occurring prior to December 31, 2011 but in no event will
such Leverage Ratio be reduced to less than 3.50 to 1.00.”





          (k) Amendment to Section 8.2.16 of the Credit Agreement [Minimum Consolidated EBITDA].
Section 8.2.16 is hereby amended and restated in its entirety as follows:





     “8.2.16 Minimum Consolidated EBITDA. The Loan Parties shall not at any time
permit Consolidated EBITDA of the Loan Parties to be less than the following amounts during
the following periods:



	 	 	 	 	 
	Period	 	Minimum Amount	 
	June 30, 2011 for the two fiscal quarters then ending
	 	$	14,000,000	 
	September 30, 2011 for the three fiscal quarters then ending
	 	$	27,500,000	 
	December 31, 2011 for the four fiscal quarters then ending
	 	$	40,000,000	 






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     (l) Amendment to Section 8.3.1 [Monthly Financial Statements] and Section 8.3.2 [Annual
Financial Statements] of the Credit Agreement. Sections 8.3.1 and 8.3.2 are hereby amended and
restated in their entirety as follows:





                    “8.3.1 Monthly Financial Statements. As soon as available and in any event
within thirty (30) calendar days after the end of each of each calendar month, (i) financial
statements of the Loan Parties, consisting of a consolidated balance sheet as of the end of
such month and related consolidated statements of income, stockholders’ equity and cash
flows for the month then ended and the fiscal year through that date, all in reasonable
detail and certified (subject to normal year-end audit adjustments) by an Authorized Officer
of the Borrowers as having been prepared in accordance with GAAP, consistently applied, and
setting forth in comparative form the respective financial statements for the corresponding
date and period in the previous fiscal year, or (ii) in lieu of the foregoing, upon the
occurrence of the AE Equity Offering and the Elk Creek Equity Offering (in which case the
monthly financial statements will no longer be provided for all Loan Parties on a
consolidated basis), (1) financial statements of Armstrong Energy, Inc. and its
Subsidiaries, consisting of a consolidated balance sheet as of the end of such month and
related consolidated statements of income, stockholders’ equity and cash flows for the month
then ended and the fiscal year through that date, all in reasonable detail and certified
(subject to normal year-end audit adjustments) by an Authorized Officer of the Borrowers as
having been prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date and period
in the previous fiscal year; (2) financial statements of Elk Creek L.P. and its
Subsidiaries, consisting of a consolidated balance sheet as of the end of such month and
related consolidated statements of income, stockholders’ equity and cash flows for the month
then ended and the fiscal year through that date, all in reasonable detail and certified
(subject to normal year-end audit adjustments) by an Authorized Officer of the Borrowers as
having been prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date and period
in the previous fiscal year; and (3) combined financial statements of Armstrong Energy, Inc.
and its Subsidiaries and Elk Creek L.P. and its Subsidiaries, consisting of combined balance
sheet of Armstrong Energy, Inc. and its Subsidiaries and Elk Creek L.P. and its Subsidiaries
as of the end of such month and related combined statements of income, stockholders’ equity
and cash flows for the month then ended and the fiscal year through that date, all in
reasonable detail and certified (subject to normal year-end audit adjustments) by an
Authorized Officer of the Borrowers as having been prepared in accordance with GAAP,
consistently applied, and setting forth in comparative form the respective financial
statements for the corresponding date and period in the previous fiscal year; provided
that there shall be separate columns (all in reasonable detail, certified by the
authorized officers subject to normal year-end audit adjustments and presented in a similar
fashion as if the financial statements were audited) for (w) Armstrong Energy, Inc. and its
Subsidiaries, (x) Elk Creek L.P. and its Subsidiaries, (y) affiliate elimination entries and
(z) a column representing the combined sum of items (w) and (x) taking into account the
affiliate elimination entries described in item (y), above.



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                    8.3.2 Annual Financial Statements. As soon as available and in any event
within 135 days of the end of the 2010 fiscal year and 120 days after the end of each fiscal
year thereafter of the Loan Parties, (i) financial statements of each Loan Party consisting
of a consolidated and consolidating balance sheet as of the end of such fiscal year, and
related consolidated and consolidating statements of income, stockholders’ equity and cash
flows for the fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding fiscal
year, and, with respect to the consolidated financial statements, certified by Ernst & Young
or another independent certified public accountants reasonably satisfactory to the
Administrative Agent and delivered together with any management letters of such accountants
addressed to any Borrower. The certificate or report of accountants shall be free of
qualifications (other than any consistency qualification that may result from a change in
the method used to prepare the financial statements as to which such accountants concur) and
shall not indicate the occurrence or existence of any event, condition or contingency which
would materially impair the prospect of payment or performance of any covenant, agreement or
duty of any Loan Party under any of the Loan Documents or (ii) in lieu of the foregoing,
upon the occurrence of the AE Equity Offering and the Elk Creek Equity Offering (in which
case the annual financial statements will no longer be audited for all Loan Parties on a
consolidated basis), (1) financial statements of Armstrong Energy, Inc. and its Subsidiaries
consisting of a consolidated and consolidating balance sheet as of the end of such fiscal
year, and related consolidated and consolidating statements of income, stockholders’ equity
and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding fiscal
year, and, and, with respect to the consolidated financial statements, certified by Ernst &
Young or another independent certified public accountants reasonably satisfactory to the
Administrative Agent and delivered together with any management letters of such accountants
addressed to any Borrower; (2) financial statements of Elk Creek L.P. and its Subsidiaries
consisting of a consolidated and consolidating balance sheet as of the end of such fiscal
year, and related consolidated and consolidating statements of income, stockholders’ equity
and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding fiscal
year, and, and, with respect to the consolidated financial statements, certified by Ernst &
Young or another independent certified public accountants reasonably satisfactory to the
Administrative Agent and delivered together with any management letters of such accountants
addressed to any Borrower (and such certificate or report of accountants referred to in item
(1) and (2), above, shall be free of qualifications (other than any consistency
qualification that may result from a change in the method used to prepare the financial
statements as to which such accountants concur) and shall not indicate the occurrence or
existence of any event, condition or contingency which would materially impair the prospect
of payment or performance of any covenant, agreement or duty of any Loan Party under any of
the Loan Documents); and (3) combined financial statements of Armstrong Energy, Inc. and
its Subsidiaries and Elk Creek L.P. and its Subsidiaries, consisting of combined balance
sheet of Armstrong
Energy, Inc. and its Subsidiaries and Elk Creek L.P. and its Subsidiariesas, of the end of
such fiscal year, and related combined statements of income, stockholders’ equity and



7









 




cash
flows for the fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding fiscal
year; provided that there shall be separate columns (all in reasonable detail,
certified by the authorized officers subject to normal year-end audit adjustments and
presented in a similar fashion as if the financial statements were audited) for (w)
Armstrong Energy, Inc. and its Subsidiaries, (x) Elk Creek L.P. and its Subsidiaries, (y)
affiliate elimination entries and (z) a column representing the combined sum of items (w)
and (x) taking into account the affiliate elimination entries described in item (y), above;
provided further that the Loan Parties shall be required to deliver a formal
auditor’s report in connection with the combined financial statements in form and substance
acceptable to the Administrative Agent, to be performed by an independent auditor acceptable
to the Administrative Agent (the “Auditor’s Report”). The Auditor’s Report shall set forth
the agreed upon procedures, acceptable in to the Administrative Agent, and the type and
extent of such agreed upon procedures performed shall be acceptable to the Administrative
Agent.”




     (m) Amendment to Section 9.1.10 of the Credit Agreement [Change of Control]. Section
9.1.10 is hereby amended and restated in its entirety as follows:




                    “9.1.10 Change of Control. (i) The Yorktown Parties shall fail to own,
directly or indirectly, at least 51% of the voting capital stock, partnership interests
and/or member interests in each of the Borrowers; or (ii) to the extent managed by a board
of directors or managers, within a period of twelve (12) consecutive calendar months,
individuals who were directors or managers of any Borrower on the first day of such period
shall cease to constitute a majority of the board of directors or board of managers of such
Borrowers (except in connection with the AE Equity Offerings or Elk Creek Equity Offerings
occuring on or before December 31, 2011).”



     3. Certain Corporate Changes. The Credit Agreement shall be amended as follows:



          (i) Upon Armstrong Energy, Inc. changing its name to Armstrong Holdings, Inc., all references
in the Credit Agreement which originally referred to “Armstrong Energy, Inc.” shall hereafter refer
to “Armstrong Holdings, Inc.”; and




          (ii) Upon Armstrong Land Company, LLC. changing its name to Armstrong Energy, Inc., all
references in the Credit Agreement which originally referred to “Armstrong Land Company, LLC” or
“Armstrong Land” shall hereafter refer to “Armstrong Energy, Inc.”




     4. Conditions to Effectiveness. The amendments contained in this Amendment shall
become effective upon satisfaction of each of the following conditions being satisfied to the
satisfaction of the Administrative Agent:



          (a) Execution and Delivery of this Amendment. The Borrowers, the Guarantors, the
Lenders and the Administrative Agent shall have executed and delivered this Amendment.




          (b) Officer’s Certificate. There shall be delivered to the Administrative Agent for
the benefit of each Lender a certificate, dated the date hereof and signed by an Authorized Officer




8









 







certifying that (w) all representations and warranties of the Loan Parties set forth in the Credit
Agreement are true and correct, (x) the Loan Parties are in compliance with each of the covenants
and conditions hereunder, and (y) no Event of Default or Potential Default exists.




     (c) Secretary’s Certificate. There shall be delivered to the Administrative Agent for
the benefit of each Lender a certificate, dated the date hereof and signed by the Secretary, an
Assistant Secretary or Authorized Officer of each Loan Party, certifying as appropriate as to:




     (i) all action taken by such party in connection with this Amendment and the other
documents executed and delivered in connection herewith, together with authorizing
resolutions on behalf of each of the Loan Parties evidencing same;




     (ii) the names of the officer or officers authorized to sign this Amendment and the
other documents executed and delivered in connection herewith and the true signatures of
such officer or officers and specifying the Authorized Officers permitted to act on behalf
of the Loan Parties for purposes of the Loan Documents and the true signatures of such
officers, on which the Administrative Agent and each Lender may conclusively rely; and




     (iii) copies of its organizational documents, including its certificate of
incorporation, bylaws, certificate of limited partnership, partnership agreement,
certificate of formation and limited liability company agreement, in each case as in effect
on the date hereof, certified by the appropriate state official where such documents are
filed in a state office together with certificates from the appropriate state officials as
to the continued existence and good standing of the Loan Party in each state where organized
or qualified to do business; provided, however, that the Loan Parties may, in lieu of
delivering copies of the foregoing organizational documents and good standing certificates,
certify that the organizational documents and good standing certificates previously
delivered by the Loan Parties to the Administrative Agent remain in full force and effect
and have not been modified, amended, or rescinded.



     (d) Opinions of Counsel. There shall be delivered to the Administrative Agent for the
benefit of each Lender a written opinion of counsel for the Loan Parties, dated the First Amendment
Date, and in form and substance satisfactory to the Administrative Agent and its counsel as to such
matters with respect to the transactions contemplated herein as the Administrative Agent may
reasonably request.



     (e) Material Adverse Change; Litigation. Each of the Loan Parties shall provide a
certificate that represents and warrants to the Administrative Agent and the Lenders that by its
execution and delivery hereof to the Administrative Agent, after giving effect to this Amendment
and the transactions contemplated herein:




     (i) no Material Adverse Change shall have occurred with respect to the Borrowers or any
of the Loan Parties since the Closing Date of the Credit Agreement;



9









 






     (ii) no default shall have occurred with respect to any note or credit agreement
governing existing indebtedness of the Borrowers or Guarantors as a result of any of the
transactions contemplated herein; and




     (iii) there are no actions, suits, investigations, litigation or governmental
proceedings pending or, to the Loans Parties’ knowledge, threatened against any of the Loan
Parties that could reasonably be expected to result in a Material Adverse Change or relate
to any of the transactions contemplated herein.



     (f) Consents and Approvals. No consent, approval, exemption, order or authorization
of, or a registration or filing with, any Official Body or any other Person is required by any Law
or any agreement in connection with the execution, delivery and carrying out of this Amendment by
any Loan Party other than such consents, approvals, exemptions, orders or authorizations that have
already been obtained.




     (g) Fees. The Borrowers shall have paid to the Administrative Agent any reasonable
fees due and payable to the Administrative Agent and the Lenders in connection with this Amendment.





     5. Miscellaneous.



     (a) Representations and Warranties. By its execution and delivery hereof to the
Administrative Agent, each of the Loan Parties represents and warrants to the Administrative Agent
and the Lenders that such Loan Party has duly authorized, executed and delivered this Amendment.





     (b) Full Force and Effect. All provisions of the Credit Agreement remain in full
force and effect on and after the date hereof except as expressly amended hereby. The parties do
not amend any provisions of the Credit Agreement except as expressly amended hereby.





     (c) Counterparts. This Amendment may be signed in counterparts (by facsimile
transmission or otherwise) but all of such counterparts together shall constitute one and the same
instrument.




     (d) Incorporation into Credit Agreement. This Amendment (including all Schedules and
Exhibits) shall be incorporated into the Credit Agreement by this reference. All representations,
warranties, Events of Default and covenants set forth herein shall be a part of the Credit
Agreement as if originally contained therein.




     (e) Governing Law. This Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of the State of New York
without regard to its conflict of laws principles.




     (f) Payment of Fees and Expenses. The Borrowers unconditionally agree to pay and
reimburse the Administrative Agent and save the Administrative Agent harmless against liability for
the payment of all reasonable out-of-pocket costs, expenses and disbursements of the Administrative
Agent, including, without limitation, the reasonable fees and expenses of counsel




10









 




incurred by the Administrative Agent in connection with the development, preparation,
execution, administration, interpretation or performance of this Amendment, any mortgage recording
fees and mortgage or recording taxes, and all other documents or instruments to be delivered in
connection herewith.




          (g) No Novation. Except as amended hereby, all of the terms and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and effect. The
Borrowers, the Guarantors, each Lender, and the Administrative Agent acknowledge and agree that
this Amendment is not intended to constitute, nor does it constitute, a novation, interruption,
suspension of continuity, satisfaction, discharge or termination of the obligations, loans,
liabilities, or indebtedness under the Credit Agreement or the other Loan Documents.




[SIGNATURE PAGES FOLLOW]





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[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this First Amendment as of the day and year first above written.



REVOLVER AND TERM BORROWER:




	 	 	 	 	 
	 	ARMSTRONG COAL COMPANY, INC.

 	 
	 	By:  	/s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President 	 
	 



                         REVOLVER BORROWER AND TERM GUARANTOR:





	 	 	 	 	 
	 	ARMSTRONG LAND COMPANY, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



                            TERM BORROWERS AND REVOLVER GUARANTORS





	 	 	 	 	 
	 	WESTERN MINERAL DEVELOPMENT, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	Manager 	 



 









 







[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	WESTERN DIAMOND LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	Manager 	 
	 
	 	WESTERN LAND COMPANY, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	Manager 	 
	 
	 	ELK CREEK L.P.

 	 
	 	By:  	ELK CREEK GP, LLC, as General Partner
 	 



	 	 	 	 	 
	 	By:  	  : /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



REVOLVER AND TERM GUARANTORS:




	 	 	 	 	 
	 	ARMSTRONG ENERGY, INC.

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	ARMSTRONG RESOURCES HOLDINGS, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	ELK CREEK GP, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	ELK CREEK OPERATING GP, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	ELK CREEK OPERATING, L.P.

 	 
	 	By:  	Elk Creek Operating GP, LLC, as General Partner
 	 



	 	 	 	 	 
	 	By:  	  : /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	CERALVO HOLDINGS, LLC

 	 
	 	By:  	: /s/ Martin D. Wilson
 	 
	 	 	Name:  	Martin D. Wilson 	 
	 	 	Title:  	Manager 	 



 









 






[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

individually and as Administrative Agent

 	 
	 	By:  	/s/ Dale A. Stein
 	 
	 	 	Name:  	Dale A. Stein 	 
	 	 	Title:  	Senior Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Ronald M. Calhoun
 	 
	 	 	Name:  	Ronald M. Calhoun 	 
	 	 	Title:  	Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	UNION BANK, N.A.

 	 
	 	By:  	/s/ Yangling Joanne Si
 	 
	 	 	Name:  	Yangling Joanne Si 	 
	 	 	Title:  	Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	FIRST COMMONWEALTH BANK

 	 
	 	By:  	/s/ C. Forrest Tefft
 	 
	 	 	Name:  	C. Forrest Tefft 	 
	 	 	Title:  	Executive Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ John Holland
 	 
	 	 	Name:  	John Holland 	 
	 	 	Title:  	Senior Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Chad A. Lowe
 	 
	 	 	Name:  	Chad A. Lowe 	 
	 	 	Title:  	Vice President 	 



 









 





[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]




	 	 	 	 	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Garrett McKinnon
 	 
	 	 	Name:  	Garrett McKinnon 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





SCHEDULE 1.1(A)




PRICING GRID—

VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Letter of Credit	 	Base Rate	 	LIBOR Rate
	Level	 	Leverage Ratio	 	Fee	 	Spread	 	Spread
	I

	 	Greater than or
equal to 4.0 to 1.0
	 	 	4.75	%	 	 	3.75	%	 	 	4.75	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	Greater than or
equal to 3.0 to 1.0
but less than 4.0
to 1.0
	 	 	4.25	%	 	 	3.25	%	 	 	4.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	Greater than or
equal to 2.5 to 1.0
but less than 3.0
to 1.0
	 	 	3.75	%	 	 	2.75	%	 	 	3.75	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	Greater than or
equal to 2.0 to 1.0
but less than 2.5
to 1.0
	 	 	3.50	%	 	 	2.50	%	 	 	3.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	Greater than or
equal to 1.5 to 1.0
but less than 2.0
to 1.0
	 	 	3.25	%	 	 	2.25	%	 	 	3.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI

	 	Less than 1.5 to 1.0
	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%






     For purposes of determining the Applicable Margin and the Applicable Letter of Credit Fee
Rate:



     (a) The Applicable Margin and the Applicable Letter of Credit Fee Rate shall be set on the
First Amendment Effective Date to the fees and spreads associated with “Level I” pricing and shall
remain at such level until the earlier of (i) the delivery of a pro forma Compliance Certificate
evidencing the Net Cash Proceeds obtained from the AE Equity Offerings and Elk Creek Equity
Offerings, or (ii) the Compliance Certificate for the fiscal quarter ending September 30, 2011.



     (b) The Applicable Margin and the Applicable Letter of Credit Fee Rate shall be recomputed on
the earlier of (i) the delivery of a pro forma Compliance Certificate evidencing the Net Cash
Proceeds obtained from the AE Equity Offerings and Elk Creek Equity Offerings, or (ii) the
Compliance Certificate for the fiscal quarter ending September 30, 2011, and for each fiscal
quarter thereafter based on the Leverage Ratio as of such quarter end. Any increase or decrease in
the Applicable Margin or the Applicable Letter of Credit Fee Rate computed as of a quarter end
shall be effective on the date on which the Compliance Certificate evidencing such computation is
due to be delivered under Section 8.3.3 [Certificate of Borrowers]. If a Compliance Certificate is
not delivered when due in accordance with such Section 8.3.3 , then the rates in Level I shall
apply as of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the date on which such Compliance
Certificate is delivered.



 









 





     (c) If, as a result of any restatement of or other adjustment to the financial statements of
the Borrowers or for any other reason, the Borrowers or the Lenders determine that (i) the Leverage
Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper
calculation of the Leverage Ratio would have resulted in higher pricing for such period, the
Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for
the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers
under the Bankruptcy Code of the United States, automatically and without further action by the
Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the
amount of interest and fees that should have been paid for such period over the amount of interest
and fees actually paid for such period. This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.9
[Letter of Credit Subfacility] or 4.3 [Interest After Default] or 9 [Default]. The Borrowers’
obligations under this paragraph shall survive the termination of the Commitments and the repayment
of all other Obligations hereunder.



 









 





Schedule
1.1(R)

Real Property




ALCOA

(Webster and Union County)





I. Lessee — Coal/Surface Mining Rights: Armstrong Coal Company, Inc.: (i) #6 seam of coal;
(ii) all coal lying above #6; and (iii) right to enter in, on and under the real estate to
mine and remove coal via underground mining, all of which being 20,000 acres of coal and
1,500 acres of surface (per Coal Mining Lease from Alcoa Fuels, Inc., dated October 27,
2010, a short form of which is of record in Miscellaneous Book 151, Page 260, in the Office
of the Clerk of Webster County, Kentucky and in Deed Book 343, Page 20, in the Office of the
Clerk of Union County, Kentucky).



ARMSTRONG DOCK (a/k/a Smallhouse Dock)

(Ohio County)





I. Owner — Surface/Plant/Facilities/Improvements: Western Land Company, LLC: 873 acres of
surface, together with all equipment, fixtures, plants, facilities, improvements, etc. (per
Deed to Western Land Company, LLC from Point Pleasant Dock Company, LLC, Central States Coal
Reserves of Kentucky, LLC and Beaver Dam Coal Company, LLC, dated December 27, 2006,
recorded in DB 365, p. 375).




II. Lessee: Armstrong Coal Company, Inc. pursuant to Surface Property Lease from the above-
referenced owner dated January 1, 2007, a short form of which will be recorded.



BIG RUN —  EAST FORK (KRONOS/WARDEN) -LEWIS

CREEK — MIDWAY (PART)

(Ohio County)





I. Owners — Surface/Surface and Coal Mining Rights: Western Diamond LLC and Western Mineral
Development, LLC: (i) 505 acres in Big Run Underground Area; (ii) 1,354 acres in Lewis Creek
Surface Area; (iii) 156.0 acres in East Fork — Kronos Surface Area; and (iv) 112 acres and
an undivided 9/10th interest in an additional 87 acres in East Fork — Warden #14
Area (per Deed from Central States Coal Reserves of Kentucky, LLC and Beaver Dam Coal
Company, LLC to Western Diamond LLC, dated May 31, 2007, recorded in DB 368, p. 17, as
corrected by Deed of Correction dated September 11, 2007, recorded in DB 369, p. 759 and
Deed from Western Diamond LLC to Western Mineral Development, LLC dated February 9, 2011).




II. Owners — Coal: Western Diamond LLC and Western Mineral Development, LLC: (i) 8,289
acres of #9 seam coal only, and partial interest in additional 413 acres of #9 seam coal,
all in Big Run #9 Underground Area; (ii) 1,495 acres and a partial interest in an additional
159 acres of all coal lying above #9 seam in Lewis Creek Area; (iii) 484 acres of coal lying
above #9 seam in East Fork — Kronos area; (iv) 174 acres of coal lying above #9 seam in East
Fork Warden #14













 






Area; and (v) 6,575 acres and a partial interest in an additional 413 acres of #8 seam coal
in Midway #8 Underground Area (per Deed from Central States Coal Reserves of Kentucky, LLC
and Beaver Dam Coal Company, LLC to Western Diamond LLC, dated May 31, 2007, recorded in DB
368, p. 17, as corrected by Deed of Correction dated September 11, 2007, recorded in DB
369, p. 759 and Special Warranty Deed from Western Diamond LLC to Western Mineral
Development, LLC dated February 9, 2011).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the
above-referenced owners dated February 9, 2011.



CENTERTOWN (a/k/a Austin Shop & Acreage)

(Ohio County)





I. Owner: Surface/Plant/Facilities/Improvements: Western Land Company, LLC: 208.04 acres
of surface, together with all equipment, fixtures, plants, facilities, improvements, etc.
(per Deed from Central States Coal Reserves of Kentucky, LLC and Beaver Dam Coal Company,
LLC to Western Land Company, LLC, dated October 19, 2007, recorded in DB 371, p. 28), LESS
AND EXCEPT approx. 1 acre conveyed to City of Centertown by Deed dated December 12, 2008, of
record in Deed Book 380, Page 233; and approx. 35 acres conveyed to Joseph Michael Roe and
Sara Kelly Roe by unrecorded Deed dated April 4, 2008, to be recorded.




II. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the
above-referenced owner dated February 9,2011.



ELK CREEK

(Ohio County)





I. Owner — Surface/Coal: Ceralvo Holdings, LLC: (i) 415 acres of surface and surface and
coal mining rights appurtenant thereto; (ii) entire interest in 18,153.5 acres of #9 seam
coal; and (ii) partial interest in 673.5 acres #9 coal (per Deed from Cypress Creek Land
Resources, LLC & Cyprus Creek Land Company, dated March 31, 2008, recorded in DB 373, p.
262).




II. Lessee — Coal: Ceralvo Holdings, LLC: #9 coal seam under 401.5 acres which is leased
by Assignor pursuant to “Danks/Ray Coal Lease” dated August 25, 1972 and recorded in DB 200,
p. 215 (per Assignment and Assumption of Mineral Leasehold Estate (Danks and Ray #9 Only)
from Cypress Creek Land Resources, LLC, dated March 31, 2008, recorded in DB 373, p. 199).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from
the above-referenced owner and lessee dated February 9, 2011.



EQUALITY BOOT

(Ohio County)














 






I. Owners — Surface/Facilities/Coal Mining Rights/Oil & Gas: Western Land Company, LLC and
Western Mineral Development, LLC: (i) 2,163 acres of surface, surface facilities and surface
and coal mining rights; and all oil and gas interest aforesaid surface tract (per Deed from
Central States Coal Reserves of Kentucky, LLC and Beaver Dam Coal Company to Western Land
Company, LLC, dated December 12, 2006, recorded in DB 365, p. 36 and Special Warranty Deed
from Western Land Company, LLC to Western Mineral Development, LLC dated February 9, 2011).




II. Owners — Coal/Oil & Gas: Western Land Company, LLC and Western Mineral Development,
LLC: (i) 2,923 acres owned coal and undivided 1/2 interest in 225 acres in surface mineable
coal lying above #9 seam and all coal and coal mining rights associated therewith (except
for all coal below the top of #9 seam); and (ii) all oil and gas interest aforesaid coal
tracts (per Deed from Central States Coal Reserves of Kentucky, LLC and Beaver Dam Coal
Company to Western Land Company, LLC, dated December 12, 2006, recorded in DB 365, p. 36 and
Special Warranty Deed from Western Land Company, LLC to Western Mineral Development, LLC
dated February 9, 2011).




III. Lessees — Surface/Coal Mining Rights: Western Land Company, LLC and Western Mineral
Development, LLC: (i) 423.1 acres of surface tracts; (ii) undivided 1/2 interest in 152.1
acres of surface mineable coal tracts and coal mining rights and privileges, but only with
respect to all coal above #9 coal (except for all coal lying below the top of #9), and all
oil and gas interests, if any which is leased by Assignor pursuant to “Barnard” lease dated
June 17, 1994, a short form of which is recorded in DB 292, p. 697 (per Partial Assignment
and Assumption of Surface and Mineral Leasehold Estate (Barnard Surface Area and Coal Above
#9 Seam) from Central States Coal Reserves of Kentucky, LLC to Western Land Company, LLC,
dated December 12, 2006, recorded in DB 365, p. 57 and Assignment of Partial Lease Interest
from Western Land Company, LLC to Western Mineral Development, LLC dated February 9, 2011).




IV. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from the
above-referenced owners and lessees dated February 9, 2011.



FISH & WILDLIFE

(Ohio County)





I. Owner — Easement for Surface Mining: Western Diamond LLC: easement to conduct surface
mining on 3,000 acres in Ohio County (per Deed of Easement from Central States Coal Reserves
of Kentucky, LLC (“Central States”) and Beaver Dam Coal Company to Western Diamond LLC,
dated September 19, 2006, recorded in DB 363, p. 360).




II. Owners — Surface/Coal/Oil, Gas & Other Minerals: Western Diamond LLC and Western
Mineral Development, LLC: all coal, oil, gas, other minerals and surface property owned,
leased or otherwise held and controlled by Central States and Beaver Dam Coal Company
located in Ohio County, Kentucky which Central States and/or Beaver Dam Coal Company
acquired













 






pursuant to specifically listed source deeds, subject to (i) prior selloffs to the
Department of Fish & Wildlife Resources; and (ii) the remaining 4,000 acres of surface
mining operations reserved by Central States and Beaver Dam Coal Company for their
operations in Muhlenberg County (per Deed from Central States and Beaver Dam Coal Company
to Western Diamond LLC, dated September 19, 2006, recorded in DB 363, p. 369 and Special
Warranty Deed from Western Diamond LLC to Western Mineral Development, LLC dated February
9, 2011).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the
above-referenced owners dated February 9, 2011.



JACOB’S CREEK — SUNNYSIDE (Part) — HILLSIDE -CYPRESS

CREEK — NELSON CREEK “B”

(Muhlenberg County)





I. Owners — Surface/Surface and Coal Mining Rights: Western Diamond LLC and Western Mineral
Development, LLC: (i) 197 acres surface and surface and coal mining rights in the Jacob’s
Creek/Drakesboro Area; and (ii) 399 acres surface and surface and coal mining rights in the
Sunnyside Area (per Deed from Central States Coal Reserves of Kentucky, LLC to Western
Diamond LLC, dated effective May 31, 2007, recorded in DB 528, p. 284, as confirmed by Deed
of Confirmation dated September 30, 2007, recorded in DB 531, p. 205 and Special Warranty
Deed from Western Diamond LLC to Western Mineral Development, LLC dated February 9, 2011).




II. Owners — Coal: Western Diamond LLC and Western Mineral Development, LLC: (i) 3,311 acres
of all seams of owned coal in Jacob’s Creek/Drakesboro Area; (ii) 836 acres of owned coal
lying below #9 seam in Jacob’s Creek/Drakesboro Area; (iii) 333 acres of owned coal in
Hillside Area; (iv) 107 acres owned coal lying above #9 seam in Cypress Creek Coal Area; (v)
212 acres owned coal lying above #9 seam in Nelson Creek “B” Area; and (vi) 399 acres owned
coal above #9 seam and a partial interest in an additional 2,142 acres of coal above #9
seam, all in Sunnyside Area (per Deed from Central States Coal Reserves of Kentucky, LLC,
dated effective May 31, 2007, recorded in DB 528, p. 284, as confirmed by Deed of
Confirmation dated September 30, 2007, recorded in DB 531, p. 205 and Special Warranty Deed
from Western Diamond LLC to Western Mineral Development, LLC dated February 9, 2011).




III. Owner — Easement for Surface Mining: Western Diamond LLC: easement to conduct
surface mining on 1,828 acres in Muhlenberg County (per Deed of Easement from Central States
Coal Reserves of Kentucky, LLC to Western Diamond LLC, dated May 31, 2007, recorded in DB
528, p. 344).




IV. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Sublease from the
above-referenced owners dated February 9, 2011.



McHENRY RAILROAD SPUR AND CHURCH OF GOD PROPERTY















 








(Ohio County)





I. Owners — Fee Simple: Western Land Company, LLC and Western Diamond LLC: fee simple
interest into real property referred to as the McHenry Railroad Spur (per Deed from Central
States Coal Reserves of Kentucky, LLC and Beaver Dam Coal Company, LLC, dated May 31, 2007,
recorded in DB 368, p. 106).




II. Owner — Fee Simple: Western Land Company, LLC: Property on the old Hartford and
Rockport Road about two miles west of McHenry (per Deed from Church of God of Prophecy,
dated February 14, 2008, recorded in Deed Book 372, Page 660).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the above-
referenced owners dated February 9, 2011.



NELSON CREEK (PART) — SUNNYSIDE (PART)

(Muhlenberg County)





I. Lessees — Coal: Western Diamond LLC and Western Mineral Development, LLC: 358 acres of
coal above #9 seam in Rogers Nelson Creek “B” Area which is leased by Assignor pursuant to
“1947 Mineral Lease” dated December 4, 1947, recorded in DB 164, p. 525 (per Partial
Assignment and Assumption of Mineral Leasehold Estate from Central States Coal Reserves of
Kentucky, LLC, dated May 31, 2007, recorded in DB 528, p. 320 and Assignment of Partial
Lease Interest from Western Diamond LLC to Western Mineral Development, LLC dated February
9, 2011).




II. Lessees — Coal: Western Diamond LLC and Western Mineral Development, LLC: undivided
1/2 interest in 2,142 acres of coal lying above #9 seam in the Sunnyside (“Duncan”) Area,
which is leased by Assignor pursuant to an Indenture dated June 10, 1967 from Kentucky Trust
Company of Louisville, Trustee, as lessor, and Sentry Royalty Company as lessee, recorded in
DB 258, p. 488 (per Partial Assignment and Assumption of Mineral Leasehold Estate from
Central States Coal Reserves of Kentucky, LLC to Western Diamond LLC, dated May 31, 2007,
recorded in DB 528, p. 330 and Assignment of Partial Lease Interest from Western Diamond LLC
to Western Mineral Development, LLC dated February 9, 2011).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Sublease from the
above-referenced owners dated February 9, 2011.



PARKWAY (Part)

(Muhlenberg County)





I. Owners — Surface/Facilities/Mining Rights/Oil & Gas: Western Land Company, LLC and
Western Mineral Development, LLC: (i) 661.54 acres of surface, surface facilities, and
surface and coal mining rights; and (ii) any oil and gas underlying any of the surface
tracts (per Deed













 






from Central States Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated
December 12, 2006, recorded in DB 524, p. 505 and Special Warranty Deed from Western Land
Company, LLC to Western Mineral Development, LLC dated February 9, 2011).




II. Owners — Coal/Oil & Gas: Western Land Company, LLC and Western Mineral Development,
LLC: (i) 298 acres of #9 seam coal (except for coal lying above and below #9 seam); and (ii)
any oil and gas underlying any of the coal tracts (per Deed from Central States Coal
Reserves of Kentucky, LLC to Western Land Company, LLC, dated December 12, 2006, recorded in
DB 524, p. 505 and Deed from Western Land Company, LLC to Western Mineral Development, LLC
dated February 9, 2011).




III. Lessees — Coal: Western Land Company, LLC and Western Mineral Development, LLC: deep
#9 coal south of Western Kentucky Parkway which is leased by Assignor pursuant to “1947
Mineral Lease” dated December 4, 1947, recorded in DB 164, p. 525 (per Partial Assignment
and Assumption of Mineral Leasehold Estate (Deep #9 Coal) from Central States Coal Reserves
of Kentucky, LLC to Western Land Company, LLC, dated December 12, 2006, recorded in DB 524,
p. 523, as amended and restated by instrument dated April 17, 2007 and recorded in DB 527,
p. 186 and Assignment of Partial Lease Interest from Western Land Company, LLC to Western
Mineral Development, LLC dated February 9, 2011).




IV. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from the
above-referenced owners and lessees dated February 9, 2011.



ROCKPORT (Part)

(Ohio County)





I. Owner - Coal: Western Diamond LLC: (i) #8 seam of coal; and (ii) two tracts of all seams
of coal lying above #9 seam (per Deed from Beaver Dam Coal Company, LLC to Western Diamond
LLC, dated October 19, 2007, recorded in DB 371, p. 40).




II. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the
above-referenced owner dated February 9, 2011.



ROCKPORT (Part) — LEWIS CREEK (Part)
(Ohio County)





I. Owners — Coal: Western Diamond LLC and Western Mineral Development, LLC: all #9 seam of
coal (no acreage specified) (per Deed from Beaver Dam Coal Company, LLC to Western Diamond
LLC, dated September 19, 2006, recorded in DB 363, p. 393 and Special Warranty Deed from
Western Land Company, LLC to Western Mineral Development, LLC dated February 9,2011).













 






II. Owners — Surface/Coal Mining Rights: Western Diamond LLC and Western Mineral
Development, LLC: 256 acres of surface, surface facilities and coal mining rights (per Deed
from Beaver Dam Coal Company to Western Diamond LLC, dated September 19, 2006, recorded in
DB 363, p. 403 and Special Warranty Deed from Western Diamond LLC to Western Mineral
Development, LLC dated February 9, 2011).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease from the above-
referenced owners dated February 9, 2011.



TERTELING LEASE AND HIGHVIEW

(Ohio County)





I. Owner — Surface/Facilities/Coal Mining Rights (Highview): Western Diamond LLC: 179.5
acres of surface, surface facilities and coal mining rights (per Deed from Central States
Coal Reserves of Kentucky, LLC and Beaver Dam Coal Company, LLC to Western Diamond LLC,
dated September 19, 2006, recorded in DB 363, p. 414).




II. Lessee — Coal/Surface: Western Diamond LLC: all coal and coal mining rights and
privileges and surface and other interests in property Lying east of Bull Run and west of
Kentucky Highway 269 which is leased by Assignor pursuant to “Terteling” lease dated May 10,
1957, a short form of which is recorded in DB 133, p. 9 (per Partial Assignment of Coal
Mining Lease from Central States Coal Reserves of Kentucky, LLC to Western Diamond LLC,
dated September 19, 2006, recorded in DB 363, p. 428).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from
the above-referenced owner dated February 9, 2011.



VOGUE — SUNNYSIDE (Part) — GAME PRESERVE — PARADISE #9

(Muhlenberg County)





I. Owners — Surface/Coal Mining Rights/Oil & Gas: Western Land Company, LLC and Western
Mineral Development, LLC: (i) 1,732 acres and an undivided 50% interest in an additional
1,376 acres in the Vogue — Pond River Levee & Earles Areas, including all oil and gas and
other minerals and the mining and mineral rights and privileges related thereto; and (ii)
4,782 acres in Gibralter Surface Area (Sunnyside) (per Deed from Central States Coal
Reserves of Kentucky, LLC to Western Land Company, LLC, dated March 30, 2007, recorded in
DB 527, p. 118, as corrected by Deed of Correction dated September 30, 2007, recorded in DB
531, p. 213 and Special Warranty Deed from Western Land Company, LLC to Western Mineral
Development, LLC dated February 9, 2011), LESS AND EXCEPT so much thereof conveyed to
Western Leasing, Inc. by Quitclaim Deed dated January 25, 2010, of record in Deed Book 546,
Page 279, in the office of the Clerk of Muhlenberg County, Kentucky.













 






II. Owners — Surface Mining Operations/Coal Mining Rights/Oil & Gas: Western Land Company,
LLC and Western Mineral Development, LLC: 50 acres of surface mining operations and access
rights, coal mining rights and privileges, including all oil and gas and other minerals, all
regarding Paradise #9 (per Deed from Central States Coal Reserves of Kentucky, LLC to
Western Land Company, LLC, dated March 30, 2007, recorded in DB 527, p. 118, as corrected by
Deed of Correction dated September 30, 2007, recorded in DB 531, p. 213 and Special Warranty
Deed from Western Land Company, LLC to Western Mineral Development, LLC dated February 9,
2011).




III. Owners —  Coal/Oil & Gas: Western Land Company, LLC and Western Mineral
Development, LLC: (i) 2,854 acres of #9 seam coal and all seams of coal above #9 seam in
the Vogue — Pond River Levee & Earles Areas; (ii) 548 acres of #9 seam coal and all coal
above #9 seam in the Game Preserve B & C Area; (iii) 803 acres of all #9 seam coal regarding
Paradise #9; and (iv) all oil and gas and other minerals underlying said coal tracts and the
mining and mineral rights and privileges related thereto (per Deed from Central States Coal
Reserves of Kentucky, LLC to Western Land Company, LLC, dated March 30, 2007, recorded in DB
527, p. 118, as corrected by Deed of Correction dated September 30, 2007, recorded in DB
531, p. 213 and Special Warranty Deed from Western Land Company, LLC to Western Mineral
Development, LLC dated February 9, 2011).




IV. Sub-Lessees —  Surface/Coal: Western Land Company, LLC and Western Mineral
Development, LLC: an undivided 1/2 interest in (i) 1,003 acres of leased
surface; and (ii) 2,781 acres of #9, #11, #12, #13 and #14 seam coal, which is leased by
Assignor pursuant to “Martin” lease dated August 19, 1958, recorded in DB 254, p. 349 (per
Partial Assignment and Assumption of Surface and Mineral Leasehold Estate from Central
States Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated March 30, 2007,
recorded in DB 527, p. 161 and Assignment of Partial Lease Interest from Western Land
Company, LLC to Western Mineral Development, LLC dated February 9, 2011).




V. Owner — Easement for Surface Mining: Western Land Company, LLC: easement to conduct
surface mining on 50 acres in Muhlenberg County (per Deed of Easement from Central States
Coal Reserves of Kentucky, LLC to Western Land Company, LLC, dated March 30, 2007, recorded
in DB 527, p. 153).




VI. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from the
above-referenced owners and lessees dated February 9, 2011.



WARDEN (Part)

(Ohio County)





I. Lessee — Surface/Coal: Ceralvo Holdings, LLC: all leased surface and #9 and #14 coal
seams and the surface and coal mining rights appurtenant thereto which is leased by
Assignor pursuant to “Carter/Harrel Heirs Lease” dated May 21, 1977, a short form of which
is recorded in DB 223, p. 833 (per Assignment and Assumption of Coal Lease Agreement
(Carter/Harrel Heirs













 






(Warden Area) from Cypress Creek Land Resources, LLC, dated March 31, 2008, recorded in DB
373, p. 210).




II. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Sublease from the
above-referenced lessee dated February 9,2011.



WEST FORK — MIDWAY (Part) - BEN’S LICK — CENTRAL GROVE 

MCHENRY — ROCKPORT (Part) — KEN WYE

(Ohio County)





I. Owners — Surface/Coal Mining Rights/Oil & Gas: Western Land Company, LLC and Western
Mineral Development, LLC: (i) 4,999 acres and an undivided 95% interest in an additional 21
acres in West Fork and Midway; (ii) 691 acres in Ben’s Lick and Central Grove Church Areas;
(iii) 2,041 acres and an undivided 2/3 interest in an additional 116 acres in the area south
of Ky. Hwy 62, north of Western Kentucky Parkway and west of U.S. Hwy. 231 (“3 Highways”)
(McHenry Area and part of Rockport Area); (iv) 512 acres in Ken Wye Surface Area; and (v)
including all oil and gas and other minerals and the mining and mineral rights and
privileges related thereto (except regarding the Ken Wye Surface Area) (per Deed from
Central States Coal Reserves of Kentucky, LLC, Beaver Dam Coal Company, LLC, Ohio County
Coal Company, LLC and Grand Eagle Mining, Inc. to Western Land Company, LLC, dated March 30,
2007, recorded in DB 367, p. 1 and Special Warranty Deed from Western Land Company, LLC to
Western Mineral Development, LLC dated February 9, 2011).




II. Owners —  Coal/Oil & Gas: Western Land Company, LLC and Western Mineral
Development, LLC: (i) 6,575 acres and a partial interest in an additional 413 acres of
coal above #9 seam in the West Fork and Midway Areas; (ii) 865 acres of all coal owned in
Ben’s Lick and Central Grove Church Area; (iii) 4,347 acres and an undivided 2/3 interest in
an additional 116 acres of all coal owned in 3 Highways (McHenry/pt. Rockport) Area; and
(iv) including all oil and gas and other minerals and the mining and mineral rights and
privileges related thereto (per Deed from Central States Coal Reserves of Kentucky, LLC,
Beaver Dam Coal Company, LLC, Ohio County Coal Company, LLC and Grand Eagle Mining, Inc. to
Western Land Company, LLC, dated March 30, 2007, recorded in DB 367, p. 1 and Special
Warranty Deed from Western Land Company, LLC to Western Mineral Development, LLC dated
February 9, 2011).




III. Lessee: Armstrong Coal Company, Inc. pursuant to Coal Mining Lease and Sublease from
the above-referenced owners dated February 9, 2011.



ADDITIONAL INTERESTS




Surface Lease from Lyman P. and Joyce M. Barnes and Jerry Carson and Zexia Barnes Bishop to
Armstrong Coal Company, Inc., a Delaware corporation, dated February 14, 2008, a short form of
which is of record in Deed Book 372, Page 582, in the Office of the Clerk of Ohio County,
Kentucky.














 








Deed from Daniel Bell and Melissa Bell (husband and wife) to Armstrong Coal Company, Inc., a
Delaware corporation, dated July 8, 2010, of record in Deed Book 385, Page 57, in the Office of
the Clerk of Ohio County, Kentucky.




Deed from Richard Lee Brown and Doris A. Brown (husband and wife) to Armstrong Coal Company, Inc.,
a Delaware corporation, dated December 16, 2010, of record in Deed Book 387, Page 167, in the
Office of the Clerk of Ohio County, Kentucky.




Deed from Kenneth H. Brown and Cynthia S. Brown (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated October 8, 2010, of record in Deed Book 386, Page 279, in the
Office of the Clerk of Ohio County, Kentucky.




Deed from Kenneth H. Brown and Cynthia S. Brown (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated October 8, 2010, of record in Deed Book 386, Page 282, in the
Office of the Clerk of Ohio County, Kentucky.




Deed from Edgar H. Duncan and Bernice H. Duncan (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated March 8, 2010, Deed Book 383, Page 225, in the Office of the
Clerk of Ohio County, Kentucky.




Deed from Anna Laura Dortch (widow) to Armstrong Coal Company, Inc., a Delaware corporation, dated
October 13, 2010, of record in Deed Book 386, Page 349, in the Office of the Clerk of Ohio County,
Kentucky.




Deed from Delois Jane Geary (unm.) and Mary Etta Hurst, formerly Mary Etta Geary, and Ronald Hurst
(husband and wife) to Armstrong Coal Company, Inc., a Delaware corporation, dated March 19, 2008,
of record in Deed Book 373, Page 514, in the Office of the Clerk of Ohio County, Kentucky.




Deed from Glendale James and Wanda James (husband and wife) to Armstrong Coal Company, Inc., a
Delaware corporation, dated September 12, 2010, of record in Deed Book 386, Page 286, in the
Office of the Clerk of Ohio County, Kentucky.




General Warranty Deed from Charles and Brenda Jarvis (husband and wife), Leon and Cathy Hardison
(husband and wife) and Ronald and Martha Dame (husband and wife) to Armstrong Coal Company, Inc.,
a Delaware corporation, dated March 19, 2008, of record in Deed Book 373, Page 510, in the Office
of the Clerk of Ohio County, Kentucky.




Quitclaim Deed from CSX Transportation, Inc., a Virginia corporation, to Armstrong Coal Company,
Inc., a Delaware corporation, dated December 8, 2009, of record in Deed Book 382, Page 155, in the
Office of the Clerk of Ohio County, Kentucky.















 








Deed from Kathy Ann Shelton and William Todd Shelton (wife and husband) to Armstrong Coal Company,
Inc., a Delaware corporation, dated December 16, 2010, of record in Deed Book 387, Page 162, in
the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Dennis and Deborah Farris (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated May 20, 2010, a short form of which is of record in Lease Book
189, Page 212, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Bradford and Miranda Luppino (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated November 12, 2010, a short form of which is of record in Deed
Book 386, Page 698, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Young Manufacturing Company, Inc. to Armstrong Coal Company, Inc., a
Delaware corporation, dated August 30, 2010, a short form of which is of record in Deed Book 385,
Page 689, in the Office of the Clerk of Ohio County, Kentucky.




Deed from Randal Schultz (unm.), Sandra G. Schultz (widow), Kenneth Schultz and Patricia Schultz
(husband and wife) and Tammy Gaddis (unm.) to Armstrong Coal Company, Inc., a Delaware
corporation, dated November 24, 2008, of record in Deed Book 377, Page 134, in the Office of the
Clerk of Ohio County, Kentucky.




Deed from Agnes Tanner and Forrest Tanner (wife and husband), Wendell Lynch (unm.), Donald Stone
and Toni Stone (husband and wife), Robert Stone (unm.), E. T. Jones and Ann Jones (husband and
wife), Dorothy Cook and Robert Cook (wife and husband), Iven Jones (unm.), Wilbur Jones and Phyllis
Jones (husband and wife), Jerry Jones and Vadis Jones (husband and wife), David Jones and Janis
Jones (husband and wife), Earl Jones and Mary Jones (husband and wife), Carroll Jones and Peggy
Jones (husband and wife), Paul Jones and Cherie Jones (husband and wife), Janice Ziemba (unm.),
Patricia Faye Cundiff and David Cundiff (wife and husband), Pearlie Arnold (widow), Charles W.
Lynch and Margaret Lynch (husband and wife) and William Ray Lynch (unm.) to Armstrong Coal Company,
Inc., a Delaware corporation, dated October 23, 2008, of record in Deed Book 376, Page 395, in the
Office of the Clerk of Ohio County, Kentucky.




Deed from Norman Spring and Charline Spring (husband and wife) and Tammy Harris and Keith Harris
(wife and husband) to Armstrong Coal Company, Inc., a Delaware corporation, dated November 19,
2008, of record in Deed Book 376, Page 630, in the Office of the Clerk of Ohio County, Kentucky.




Deed from Nina A. Schultz (widow), Monica Fay LeCompte and James Michael LeCompte (wife and
husband), Glenn T. Schultz, Jr. and Brenda Schultz (husband and wife), Karla Kristianna Canan
(unm.), Sharon Smitha (unm.) and Charles E. Schultz and Angela Schultz (husband and wife) to
Armstrong Coal Company, Inc., a Delaware corporation, dated November 19, 2008, of record in Deed
Book 376, Page 633, in the Office of the Clerk of Ohio County, Kentucky.














 








Deed from Maxie E. Schultz and Charlotte Schultz (husband and wife) to Armstrong Coal Company,
Inc., a Delaware corporation, dated November 19, 2008, of record in Deed Book 376, Page 639, in
the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Betty R. Craig Trust to Armstrong Coal Company, Inc., a Delaware
corporation, dated July 17, 2008, a memorandum of which is of record in Deed Book 376, Page 580, in
the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Bertha S. Grider (widow), Joe Brent Grider, Jr., Jessica Gwenlyn, Amanda
Westerfield, and Joe Brent Grider to Armstrong Coal Company, Inc., a Delaware corporation, dated
March 17, 2008, a memorandum of which is of record in Deed Book 373, Page 490, in the Office of
the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Allen Gray Limited Partnership III, an Illinois limited partnership, to
Armstrong Coal Company, Inc., a Delaware corporation, dated August 12, 2010, a memorandum of which
is of record in Deed Book 385, Page 434, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Allen Gray Limited Partnership II, an Illinois limited partnership, and
Allen Gray Limited Partnership III, an Illinois limited partnership, to Armstrong Coal Company,
Inc., a Delaware corporation, dated August 12, 2010, a memorandum of which is of record in Deed
Book 385, Page 439, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Allen Gray Limited Partnership III, an Illinois limited partnership, to
Armstrong Coal Company, Inc., a Delaware corporation, dated August 12, 2010, a memorandum of which
is of record in Deed Book 385, Page 429, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Joseph L. Ralph and Rose A. Ralph (husband and wife) to Armstrong Coal
Company, Inc., a Delaware corporation, dated May 20, 2010, a memorandum of which is of record in
Lease Book 189, Page 207, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Joe Michael Barnard and Kristina M. Barnard (husband and wife), Richard L.
Hocker (unm.), John W. Hocker and Janet R. Hocker (husband and wife) and Ruth Ann Hocker Szymanski
and Conrad Szymanski (wife and husband) to Armstrong Coal Company, Inc., a Delaware corporation,
dated August 3, 2010, a memorandum of which is of record in Deed Book 385, Page 338, in the Office
of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Hazel Birchwell (widow) to Armstrong Coal Company, Inc., a Delaware
corporation, dated February 22, 2010, a memorandum of which is of record in Deed Book 383, Page
198, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Mark Little and Janis Little to Armstrong Coal Company, Inc., a Delaware
corporation, dated July 17, 2008, a memorandum of which is of record in Deed Book 376, Page 576,
in the Office of the Clerk of Ohio County, Kentucky.















 








Special Warranty Deed from Cyprus Creek Land Company, a Delaware corporation, to Armstrong Coal
Company, Inc., a Delaware corporation, dated June 19, 2009, of record in Deed Book 381, Page 467,
in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Angela Danielle Jones and David C. Jones, Felicia Leigh-Ann Hughes and
Pamela Gabrielle Fowler, to Armstrong Coal Company, Inc., dated March 7, 2008, to be recorded.




Roadway Lease by Cloyd R. Mellot to Armstrong Coal Company, Inc., dated January 1, 2009, a Short
Form of which is of record in Miscellaneous Book 68, Page 406, in the Office of the Clerk of Ohio
County, Kentucky.




Coal Mining Lease from Dennis H. Woods and Brenda Woods and Damien L. Brown and Deborah Brown to
Armstrong Coal Company, Inc., dated effective as of October 2, 2008, a short form of which is of
record in Deed Book 388, Page 522, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from James Jones and Lola Jones to Armstrong Coal Company, Inc., dated May 14,
2010, a short form of which is of record in Lease Book 189, Page 202, as amended by instrument of
record in Deed Book 387, Page 649, both, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Daisy Curtis Scroggins to Armstrong Coal Company, Inc., dated March 7,
2008, a short form of which is of record in Deed Book 388, Page 595, in the Office of the Clerk of
Ohio County, Kentucky.




Coal Mining Lease from Sue Hughes Bartlett to Armstrong Coal Company, Inc., dated March 7, 2008, a
short form of which is of record in Deed Book 387, Page 752, in the Office of the Clerk of Ohio
County, Kentucky.




Coal Mining Lease from Gerald Wayne Powers and Linda Powers to Armstrong Coal Company, Inc., dated
December 3, 2009, a short form of which is of record in Deed Book 387, Page 637, in the Office of
the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Michelle L. Queen to Armstrong Coal Company, Inc., dated September 30,
2009, a short form of which is of record in Deed Book 387, Page 631, in the Office of the Clerk of
Ohio County, Kentucky.




Coal Mining Lease from William Todd Paul to Armstrong Coal Company, Inc., dated September 30,
2009, a short form of which is of record in Deed Book 388, Page 691, in the Office of the Clerk of
Ohio County, Kentucky.




Coal Mining Lease from William A. Holladay to Armstrong Coal Company, Inc., dated September 30,
2009, a short form of which is of record in Deed Book 387, Page 708, in the Office of the Clerk of
Ohio County, Kentucky.
















 








Coal Mining Lease from John Brown, Jr. and Patricia Brown to Armstrong Coal Company, Inc., dated
January 2, 2008, a short form of which is of record in Deed Book 387, Page 643, in the Office of
the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Noel D. Cavendar, Rhonda D. Cavender, Cheryl Ann Lacefield and Garry Dale
Lacefield, to Armstrong Coal Company, Inc., dated April 13, 2009, a short form of which is of
record in Deed Book 387, Page 625, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Glenn W. Danks, Ronald A. Danks, Clyde Richard Danks, Kelly Richard Danks,
Phillip Andrew Danks, Michael Edgar Danks and Melissa Ann Danks Sandberg to Armstrong Coal
Company, Inc., dated April 15, 2010, a short form of which is of record in Deed Book 387, Page
652, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease from Bertha S. Grider, Carolyn M. Casteel, Parent and Agent of and for Katlin M.
Grider and John M. Grider, minors, and Timothy Casteel to Armstrong Coal Company, Inc., dated March
18, 2009, a memorandum of which is of record in Deed Book 387, Page 738, in the Office of the Clerk
of Ohio County, Kentucky.




Coal Mining Lease from Timothy and Mary Stenberg to Armstrong Coal Company, Inc., dated June 1,
2010, a short form of which is of record in Deed Book 387, Page 618, in the Office of the Clerk of
Ohio County, Kentucky.




Coal Mining Lease from Warren C. Roe, Josephine Roe, Joseph Michel Roe and Sara Kelly Roe to
Armstrong Coal Company, Inc., dated March 7, 2008, a memorandum of which is of record in Deed Book
387, Page 743, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease by Cyprus Creek Land Company, LLC and Cyprus Creek Land Resources, LLC to
Armstrong Coal Company, Inc., dated as of February 1, 2010, a short form of which is of record in
Deed Book 387, Page 714, in the Office of the Clerk of Ohio County, Kentucky.




Coal Mining Lease by Cyprus Creek Land Company, LLC and Cyprus Creek Land Resources, LLC to
Armstrong Coal Company, Inc., dated as of December 30, 2010, a short form of which will be
recorded in the Office of the Clerk of Muhlenberg County, Kentucky.




Corporation Special Warranty Deed from Cyprus Creek Land Company to Armstrong Coal Company, Inc.,
dated March 3, 2011, of record in Deed Book 389, Page 776, in the Office of the Clerk of Ohio
County, Kentucky.




Corporation Special Warranty Deed from Cyprus Creek Land Company to Armstrong Coal Company, Inc.,
dated March 3, 2011, of record in Deed Book 389, Page 781, in the Office of the Clerk of Ohio
County, Kentucky.




Deed from Minda G. Pearson to Armstrong Coal Company, Inc., dated April 1, 2011, of record in Deed
Book 389, Page 265, in the Office of the Clerk of Ohio County, Kentucky.















 








Deed from Minda G. Pearson to Armstrong Coal Company, Inc., dated April 1, 2011, of record in Deed
Book 389, Page 268, in the Office of the Clerk of Ohio County, Kentucky.




Deed from Kathy Ann Shelton and William Todd Shelton, husband and wife, to Armstrong Coal Company,
Inc., dated May 27, 2011, of record in Deed Book 390, Page 427, in the Office of the Clerk of Ohio
County, Kentucky.




Coal Mining Lease by Emogene S. Martin, a widow, to Armstrong Coal Company, Inc., dated June 27,
2011, a short form of which will be recorded in the Office of the Clerk of Union County, Kentucky.