Royalty Deferment and Option Agreement [Amended and Restated No. 1] (2014)Full Document 

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This First Amended and Restated Royalty Deferment and Option Agreement (this "Agreement") entered into this 14th day of August, 2014, by and among Armstrong Coal Company, Inc. ("Armstrong"), Thoroughfare Mining, LLC ("Thoroughfare"), Western Diamond LLC ("WD"), Western Land Company, LLC ("WLC", and together with Armstrong, Thoroughfare, WD, and any other wholly-owned subsidiary of Armstrong Energy, Inc. who may from time to time own or lease any portion of the Subject Assets and who joins into this Agreement by executing a joinder hereto, collectively referred to as the "Armstrong Entities") and Thoroughbred Resources, L.P. ("Thoroughbred"), Western Mineral Development, LLC ("WMD"), and Ceralvo Holdings, LLC ("Ceralvo", and, together with Thoroughbred, WMD and any wholly-owned subsidiary of Thoroughbred who may from time to time own or lease any portion of the Subject Assets and who joins entity this Agreement by executing a joinder hereto, the "Thoroughbred Entities") (collectively, the "Parties").


A. WLC, WD, and the Thoroughbred Entities, as lessors, have entered into, or will in the future enter into, coal mining leases and subleases with Armstrong Entities, as lessees (the "Existing Leases"), pursuant to which one of the Armstrong Entities, as applicable, leases real property interests in exchange for the payment of a production royalty as set forth in the Existing Leases (the "Production Royalty") upon the terms and conditions set forth therein.

B. One or more of the Parties owns an interest in the fee and/or leasehold estates associated with each of the coal reserves and other real property identified on Exhibit A (the "Subject Assets").

C. On October 11, 2011 (but effective as of February 9, 2011), Armstrong, WD, WLC, WMD, and Ceralvo entered into a Royalty Deferment and Option Agreement (the "Original Agreement"), pursuant to which Armstrong was granted the option to defer payment of WMD’s and Ceralvo’s share of the Production Royalty owed pursuant to the Existing Leases. In exchange for the foregoing, the Armstrong Entities (other than Thoroughfare) granted to WMD the option to acquire an additional ownership interest in the Subject Assets (as defined by the Original Agreement) and to pay for such additional interest by applying an amount equal to the deferred portion of the Production Royalty.

D. On February 1, 2014, the Certificate of Limited Partnership of Armstrong Resource Partners, L.P. was amended to change its name to "Thoroughbred Resources, L.P."

E. The Parties desire to enter into this Agreement to amend and restate the Original Agreement to add to the Subject Assets specific tracts of real property that were not included on Exhibit A to the Original Agreement and, in addition: (i) to modify the definitions of "Production Royalty" and "Existing Leases" to allow the Armstrong Entities to defer payment of cash royalty

with respect to a larger group of leases and subleases; (ii) to join Thoroughbred and Thoroughfare as Parties; (iii) to provide for initial conveyances of ownership percentages between the Parties at an initial closing so that the Thoroughbred Entities will own an equal percentage of all Subject Assets; and (iv) to make conforming changes and certain additional modifications to the Agreement.

F. Unless otherwise specifically set forth herein, capitalized terms shall have the meanings given them in the Original Agreement.


NOW, THEREFORE, the Original Agreement is hereby amended and restated in its entirety to read as follows:

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