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EXHIBIT 10.3
CONTRIBUTION AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT dated as of August
20, 1999 (this "Agreement"), is entered into by and among ALLIANCE RESOURCE
HOLDINGS, INC., a Delaware corporation (formerly known as Alliance Coal
Corporation) ("Alliance Holdings"); ALLIANCE RESOURCE MANAGEMENT GP, LLC, a
Delaware limited liability company ("MGP"); ALLIANCE RESOURCE GP, LLC, a
Delaware limited liability company ("SGP"); ALLIANCE RESOURCE PARTNERS, L.P., a
Delaware limited partnership (the "Partnership"); ALLIANCE RESOURCE OPERATING
PARTNERS, L.P., a Delaware limited partnership (the "Operating
Partnership"); ALLIANCE COAL, LLC, a Delaware limited liability company
("Alliance Coal"); MC MINING, LLC, a Delaware limited liability company ("MC
Mining"); GIBSON COUNTY COAL, LLC, a Delaware limited liability company ("Gibson
County"); TOPTIKI COAL, LLC, a Delaware limited liability company ("Toptiki
Coal"); PONTIKI COAL, LLC, a Delaware limited liability company ("Pontiki
Coal"); ALLIANCE PROPERTIES, LLC, a Delaware limited liability company
("Alliance Properties"); BACKBONE MOUNTAIN, LLC, a Delaware limited liability
company ("Backbone Mountain"); WHITE COUNTY COAL, LLC, a Delaware limited
liability company ("White County"); MT. VERNON TRANSFER TERMINAL, LLC, a
Delaware limited liability company ("Mt. Vernon"); WEBSTER COUNTY COAL, LLC, a
Delaware limited liability company ("Webster County"); METTIKI COAL, LLC, a
Delaware limited liability company ("Mettiki Coal"); METTIKI COAL (WV), LLC, a
Delaware limited liability company ("MCWV"); ALLIANCE LAND, LLC, a Delaware
limited liability company ("Alliance Land"); HOPKINS COUNTY COAL, LLC, a
Delaware limited liability
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company ("Hopkins County"); and EXCEL MINING, LLC, a Delaware limited liability
company ("Excel Mining") (MC Mining, Gibson County, Toptiki Coal, Pontiki Coal,
Alliance Properties, Backbone Mountain, White County, Mt. Vernon, Webster
County, Mettiki Coal, MCWV, Alliance Land, Hopkins County and Excel Mining are
sometimes collectively referred to in this Agreement as the "Alliance Coal
Subsidiaries")
RECITALS
WHEREAS, SGP and Thomas L. Pearson (the "Organizational
Limited Partner") have heretofore formed the Partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act (the "Delaware Act") for the
purpose of serving as a limited partner of the Operating Partnership; and
WHEREAS, SGP contributed $10.00 to the capital of the
Partnership and received a 1% general partner interest therein, and the
Organizational Limited Partner contributed $990.00 to the capital of the
Partnership and received a 99% limited partner interest therein; and
WHEREAS, SGP and the Organizational Limited Partner have
heretofore formed the Operating Partnership pursuant to the Delaware Act for the
purpose of acquiring membership interests in Alliance Coal; and
WHEREAS, SGP contributed $10.00 to the capital of the
Operating Partnership and received a 1% general partner interest therein, and
the Organizational Limited Partner contributed $990.00 to the capital of the
Operating Partnership and received a 99% limited partner interest therein; and
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WHEREAS, Alliance Holdings has formed and owns all of the
membership interest in Alliance Coal; and
WHEREAS, the Initial Transactions have occurred; and
WHEREAS, SGP has entered into a note purchase agreement (the
"Note Purchase Agreement") with certain institutional investors providing for
the issuance by SGP of $180 million of 8.31% senior notes due 2014; and
WHEREAS, SGP has entered into a bank credit agreement (the
"Bank Credit Agreement") providing for a term loan facility of $50 million, a
$25 million working capital facility and a $25 million revolving credit
facility; and
WHEREAS, concurrently with the consummation of the
transactions contemplated by this Agreement, MGP, SGP and the Partnership have
entered into that certain First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (the "Operating Partnership
Agreement"); and
WHEREAS, concurrently with the consummation of the
transactions contemplated by this Agreement, MGP, SGP and the Organizational
Limited Partner have entered into that certain First Amended and Restated
Agreement of Limited Partnership of the Partnership (the "Partnership
Agreement");
NOW, THEREFORE, in consideration of their mutual undertakings
and agreements hereunder, the parties to this Agreement undertake and agree as
follows:
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ARTICLE I
DEFINITIONS; INITIAL TRANSACTIONS
1.1 Definitions. The following capitalized terms shall have
the meanings given below.
"Agreement" means this Contribution and Assumption Agreement.
"Alliance Coal" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Alliance Coal Subsidiaries" has the meaning assigned to such
term in the opening paragraph of this Agreement.
"Alliance Entities" means MGP, SGP, the Partnership, the
Operating Partnership, Alliance Coal and the Alliance Coal Subsidiaries.
"Alliance Holdings" has the meaning assigned to such term in
the opening paragraph of this Agreement.
"Alliance Land" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Alliance Properties" has the meaning assigned to such term
in the opening paragraph of this Agreement.
"Backbone Mountain" has the meaning assigned to such term in
the opening paragraph of this Agreement.
"Bank Credit Agreement" has the meaning assigned to such term
in the Recitals to this Agreement.
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"Common Units" means common limited partner interests in the
Partnership.
"Delaware Act" has the meaning assigned to such term in the
Recitals to this Agreement.
"Effective Time" means 12:01 a.m. Eastern Standard Time on
August 20, 1999.
"Environmental Laws" shall mean any federal, state and local
law, rule, regulation or enforceable order, as in effect as of the date of this
Agreement, that regulates or imposes liability with respect to the health,
environment, ecology or work place.
"Excel Mining" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Existing Indebtedness" means indebtedness, liabilities and
obligations of SGP under
(i) the Note Purchase Agreement and (ii) the Bank Credit Agreement.
"Gibson County" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Hazardous Materials" shall mean those materials in any way
regulated by any Environmental Law.
"Hopkins County" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Initial Transactions" has the meaning assigned to such term
in Section 1.2.
"Laws" means any and all laws, statutes, ordinances, rules
or regulations promulgated by a governmental authority, orders of a governmental
authority, judicial decisions, decisions of arbitrators or determinations of any
governmental authority or court.
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"Liabilities" means obligations, responsibilities and
liabilities (whether based in common law or statute or arising under written
contract or otherwise, known or unknown, fixed or contingent, real or potential,
tangible or intangible, now existing or hereafter arising), including, without
limitation, liabilities for violations of Environmental Laws and the disposal,
release, spill, leakage, migration or transportation of Hazardous Materials.
"MC Mining" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"MCWV" has the meaning assigned to such term in the opening
paragraph of this Agreement.
"Mettiki Coal" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"MGP" has the meaning assigned to such term in the opening
paragraph of this Agreement.
"Mt. Vernon" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Note Purchase Agreement" has the meaning assigned to such
term in the Recitals to this Agreement.
"Operating Partnership" has the meaning assigned to such term
in the opening paragraph of this Agreement.
"Operating Partnership Agreement" has the meaning assigned to
such term in the Recitals to this Agreement.
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"Organizational Limited Partner" has the meaning assigned to
such term in the Recitals to this Agreement.
"Partnership" has the meaning assigned to such term in the
opening paragraph of this Agreement.
" Partnership Agreement" has the meaning assigned to such term
in the Recitals to this Agreement.
"Pontiki Coal" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"Retained Liabilities" means (i) all Liabilities related to
the assets and businesses of Alliance Holdings and its affiliates that are
retained by Alliance Holdings and its affiliates (other than the Alliance
Entities) after the Effective Time and (ii) all federal, state and local income
tax liabilities attributable to operation of the assets and business of Alliance
Holdings and its affiliates prior to the Effective Time, including any such
income tax liabilities that may result from the consummation of the transactions
contemplated by this Agreement.
"SGP" has the meaning assigned to such term in the opening
paragraph of this Agreement.
"SGP OLP Interest" has the meaning assigned to such term in
Section 2.1.
"Subordinated Units" means subordinated limited partner
interests in the Partnership.
"Webster County" has the meaning assigned to such term in the
opening paragraph of this Agreement.
"White County" has the meaning assigned to such term in the
opening paragraph of this Agreement.
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1.2 Initial Transactions. The following transactions have occurred
prior to the date hereof
(the "Initial Transactions"):
(a) REP Sales Inc. merged into MAPCO Coal Inc.
(b) Scotts Branch Company and MC Mining, Inc. merged into
MC Mining.
(c) Alliance Coal Corporation contributed its 100% member
interest in MC Mining to MAPCO Coal Inc.
(d) Posey, County Coal Corporation and Gibson County Coal
Corporation merged into Gibson County.
(e) Toptiki Coal Corporation merged into Toptiki Coal.
(f) Pontiki Coal Corporation merged into Pontiki Coal.
(g) MAPCO Coal Land Corporation and MAPCO Coal Land &
Development Corporation merged into Alliance Properties.
(h) Cari International Mining Corporation was liquidated.
(i) Garrett County Coal Corporation merged into Backbone
Mountain.
(j) White County Coal Corporation merged into White
County.
(k) Mt. Vernon Coal Transfer Company merged into
Mt. Vernon.
(l) Webster County Coal Corporation merged into Webster
County.
(m) Mettiki Coal Corporation merged into Mettiki Coal.
(n) Mettiki Coal Corporation (West Virginia) merged into
MCWV.
(o) MLDC Corporation merged into Alliance Land.
(p) Alliance Power Corporation merged into Alliance
Power, LLC.
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(q) MAPCO Coal International filed documents with the
government of Barbados to effectuate its dissolution.
(r) MAPCO Coal Inc. merged into Alliance Coal.
(s) Alliance Coal distributed the stock of South Atlantic
Coal Company, Inc. to Alliance Coal Corporation.
(t) Alliance Coal Corporation changed its name to
Alliance Resource Holdings, Inc.
1.3. Concurrent Transactions.
(a) Alliance Holdings has previously formed SGP and
Alliance Holdings hereby contributes all of the member interests in Alliance
Coal to SGP in exchange for all of the member interests in SGP.
(b) SGP and the Operating Partnership agree that upon
completion of the public offering by the Partnership as set forth in Section 2.1
below, SGP will contribute its 100% interest in Alliance Coal to the Operating
Partnership in exchange for certain partnership interests, debt assumption and
cash as more fully set forth below, and SGP will contribute its limited partner
interest in the Operating Partnership to the Partnership in exchange for
Partnership interests as more fully set forth below.
(c) Certain members of Alliance Holdings management and
certain funds affiliated with The Beacon Group, LP purchase all the member
interests in MGP for $5.9 million.
(d) The Alliance Coal Subsidiaries distribute $37.2
million of working capital assets (composed principally, if not exclusively, of
accounts receivable to be identified by Alliance Coal) to Alliance Coal and
Alliance Coal distributes such working capital assets to SGP.
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(e) SGP borrows $180 million under the Note Purchase
Agreement and $50 million under the term loan facility of the Bank Credit
Agreement and purchases $15.5 million in U.S. treasury notes.
ARTICLE II
PUBLIC OFFERING AND CASH CONTRIBUTIONS
2.1 Public Cash Contribution. The parties to this Agreement
acknowledge a cash contribution to the Partnership of $147,250,000 ($137,872,500
after payment of underwriting discounts and commissions) from the public in
exchange for 7,750,000 Common Units.
2.2 MGP Cash Contribution to Partnership. MGP hereby contributes
$2,926,983 in cash to the Partnership in exchange for a .99% managing general
partner interest and incentive distribution rights in the Partnership and the
Partnership hereby accepts such cash contribution as a contribution to the
capital of the Partnership.
2.3 Partnership Cash Contribution. The Partnership hereby
contributes cash in the amount of $137,872,500 to the Operating Partnership in
exchange for a limited partner interest in the Operating Partnership and the
Operating Partnership hereby accepts such cash contribution as a contribution
to the capital of the Operating Partnership.
2.4 MGP Cash Contribution to Operating Partnership. MGP hereby
contributes $2,987,016 in cash to the Operating Partnership in exchange for a
1.0001% managing general partner interest in the Operating Partnership and the
Operating Partnership hereby accepts such cash contribution as a contribution to
the capital of the Operating Partnership.
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ARTICLE III
ADDITIONAL CLOSING TRANSACTIONS
3.1 Contribution by SGP to the Operating Partnership. SGP hereby
contributes to the Operating Partnership a 100% member interest in Alliance Coal
and $15.5 million in U.S. treasury notes in exchange for (a) a .01% special
general partner interest in the Operating Partnership, (b) a limited partner
interest (such limited partner interest, the "SGP OLP Interest") in the
Operating Partnership and (c) the assumption by the Operating Partnership of the
indebtedness, liabilities and obligations of SGP under the Existing
Indebtedness, and the Operating Partnership hereby accepts such interests from
SGP, as a contribution to the capital of the Operating Partnership.
3.2 Contribution by SGP to the Partnership. SGP hereby
contributes to the Partnership the SGP OLP Interest in exchange for (a) a .01%
special general partner interest in the Partnership, (b) 6,422,531 Subordinated
Units and 1,232,980 Common Units and the Partnership hereby accepts the SGP OLP
Interest as a contribution to the capital of the Partnership.
3.3 Operating Partnership Use of Proceeds. The parties to this
Agreement acknowledge that the Operating Partnership has used the cash received
as set forth in Article II above as follows: (a) reimbursement to SGP for
certain capital expenditures in the amount of $64.8 million; (b) payment of
certain transaction expenses in the aggregate amount of $16.7 million including,
without limitation, all of the syndication costs incurred by the Partnership in
connection with the public offering of the Common Units; (c) distribution of
cash in the aggregate amount of $37.2 million to Alliance Coal to replenish the
working capital previously distributed by Alliance Coal to SGP; and (d) purchase
of U.S. treasury notes in the aggregate amount of $34.5 million which, along
with the
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$15.5 million in treasury notes it received from SGP, have been collaterally
assigned by the Operating Partnership to the lenders under the Bank Credit
Agreement.
3.4 Alliance Coal Cash Contribution to Alliance Coal
Subsidiaries. Alliance Coal hereby distributes cash to the Alliance Coal
Subsidiaries in an amount sufficient to replenish the working capital of such
Alliance Coal Subsidiaries.
3.5 MGP Contribution to Alliance Coal. MGP hereby contributes to
Alliance Coal $2,987 in cash in exchange for a .001% managing member interest in
Alliance Coal and Alliance Coal hereby accepts such cash contribution as a
contribution to the capital of Alliance Coal.
3.6 SGP Distribution to Alliance Holdings. SGP hereby distributes
$279.3 million to Alliance Holdings.
ARTICLE IV
ASSUMPTION OF EXISTING INDEBTEDNESS
4.1. Assumption of Existing Indebtedness by the Operating Partnership.
In connection with the transactions contemplated by Section 3.1 hereof, the
Operating Partnership hereby assumes and agrees to duly and timely pay, perform
and discharge the Existing Indebtedness, to the full extent that SGP has been
heretofore or would have been in the future, were it not for the execution and
delivery of this Agreement, obligated to pay, perform and discharge the
Existing Indebtedness; provided, however, that said assumption and agreement to
duly and timely pay, perform and discharge the Existing Indebtedness shall not
(i) increase the obligation of the Operating Partnership with respect to the
Existing Indebtedness beyond that of SGP, (ii) waive any valid defense that was
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available to SGP with respect to the Existing Indebtedness or (iii) enlarge any
rights or remedies of any lender under, or holder of, the Existing Indebtedness
or any portion thereof.
ARTICLE V
INDEMNIFICATION
5.1. Indemnification With Respect to Existing Indebtedness. The
Operating Partnership shall indemnify, defend and hold harmless SGP, its
officers and directors, its successors and assigns from and against any and all
claims, demands, costs, Liabilities and expenses (including court costs and
reasonable attorneys' fees) of every kind, character and description, arising
from or relating to the Existing Indebtedness.
5.2 Indemnification with Respect to Retained Liabilities.
Alliance Holdings shall indemnify, defend and hold harmless the Alliance
Entities, their respective officers and directors and their respective
successors and assigns from and against any and all claims, demands, costs,
Liabilities and expenses (including court costs and reasonable attorneys' fees)
of every kind, character and description, arising from or relating to the
Retained Liabilities. Notwithstanding the preceding sentence, nothing in this
indemnification provision shall be construed to conflict with or alter the terms
of the indemnification provisions contained in that certain Omnibus Agreement,
dated August 20, 1999, by and among Alliance Holdings, MGP, SGP and the
Partnership.
ARTICLE VI
FURTHER ASSURANCES
6.1. Further Assurances. From time to time after the date hereof,
and without any further consideration, each party upon request from another
shall execute, acknowledge and deliver all such additional instruments, notices
and other documents, and will do all such other acts and things, all
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in accordance with applicable law, as may be reasonably necessary or appropriate
to more fully and effectively carry out the purposes and intent of this
Agreement.
ARTICLE VII
MISCELLANEOUS
7.1. Order of Completion of Transactions; Effective Time. The
transactions provided for in Articles I, II, III and IV of this Agreement shall
be completed on the date of this Agreement in the following order:
First, the transactions provided for in Article I shall be
completed;
Second, the transactions provided for in Article II shall be
completed;
Third, the transactions provided for in Article III shall be
completed; and
Fourth, the transactions provided for in Article IV shall be
completed.
7.2. Costs. The Operating Partnership shall pay all sales, use and
similar taxes arising out of the contributions and deliveries to be made
hereunder, and shall pay all documentary, filing, recording, transfer, deed, and
conveyance taxes and fees required in connection therewith, if any.
7.3. Headings: References: Interpretation. All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any of the provisions hereof.
The words "hereof," "herein" and "hereunder" and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole, including,
without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles,
Sections, Schedules and Exhibits, if any, shall, unless the context requires a
different construction, be deemed to be references to the Articles and Sections
of this Agreement and the Schedules and Exhibits attached hereto, and all such
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Schedules and Exhibits attached hereto are hereby incorporated herein and made a
part hereof for all purposes. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa. The use
herein of the word "including" following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as "without limitation,"
"but not limited to," or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.
7.4. Successors and Assigns. The Agreement shall be binding upon
and inure to the benefit of the parties signatory hereto and their respective
successors and assigns.
7.5. No Third Party Rights. The provisions of this Agreement are
intended to bind the parties signatory hereto as to each other and are not
intended to and do not create rights in any other person or confer upon any
other person any benefits, rights or remedies and no person is or is intended to
be a third party beneficiary of any of the provisions of this Agreement.
7.6. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.
7.7. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof.
7.8. Severability. If any of the provisions of this Agreement are
held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having
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jurisdiction over the subject matter hereof, such contravention or invalidity
shall not invalidate the entire Agreement. Instead, this Agreement shall be
construed as if it did not contain the particular provision or provisions held
to be invalid, and an equitable adjustment shall be made and necessary
provision added so as to give effect to the intention of the parties as
expressed in this Agreement at the time of execution of this Agreement.
7.9. Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties
hereto.
7.10 Integration. This Agreement supersedes all previous
understandings or agreements between the parties, whether oral or written with
respect to its subject matter. This document is an integrated agreement which
contains the entire understanding of the parties. No understanding,
representation, promise or agreement, whether oral or written, is intended to be
or shall be included in or form part of this Agreement unless it is contained in
a written amendment hereto executed by the parties hereto after the date of this
Agreement.
7.11 Power of Attorney. Each of the Alliance Coal Subsidiaries
hereby constitutes and appoints SGP and its successors and assigns as its true
and lawful attorney with full power of substitution, having full right and
authority in each of the Alliance Coal Subsidiaries' name and their respective
successors and assigns, to demand, sue for, recover, collect and receive any and
all accounts receivable hereby distributed and delivered to SGP, and to use and
take any and all lawful means for the recovery thereof by legal process or
otherwise; to give receipts, releases and acquittances for or in respect of the
same or any part thereof, to institute and prosecute in the name of each of the
Alliance Coal Subsidiaries or otherwise, and to defend and compromise, any and
all actions, suits or proceedings in respect of any accounts receivable hereby
distributed and delivered
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to SGP, which SGP and its successors and assigns shall deem desirable. Each of
the Alliance Coal Subsidiaries hereby declares that the foregoing powers are
coupled with an interest and shall be irrevocable by it in any manner or for any
reason.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
ALLIANCE RESOURCE HOLDINGS, INC.,
a Delaware corporation
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration, General Counsel
and Secretary
ALLIANCE RESOURCE MANAGEMENT GP, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration, General Counsel
and Secretary
ALLIANCE RESOURCE GP, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration, General Counsel
and Secretary
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ALLIANCE RESOURCE PARTNERS, L.P.
a Delaware limited partnership
By: Alliance Resources GP, LLC,
its general partner
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration, General Counsel
and Secretary
ALLIANCE RESOURCE OPERATING
PARTNERS, L.P., a Delaware limited partnership
By: Alliance Resources GP, LLC,
its general partner
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration, General Counsel
and Secretary
ALLIANCE COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
-------------------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
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MC MINING, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
GIBSON COUNTY COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
TOPTIKI COAL, LLC
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
PONTIKI COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
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ALLIANCE PROPERTIES, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
BACKBONE MOUNTAIN, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
WHITE COUNTY COAL LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
MT. VERNON TRANSFER TERMINAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
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WEBSTER COUNTY COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
METTIKI COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
METTIKI COAL (WV), LLC
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
ALLIANCE LAND, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
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HOPKINS COUNTY COAL, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
EXCEL MINING, LLC,
a Delaware limited liability company
By: /s/ THOMAS L. PEARSON
---------------------------------
Thomas L. Pearson
Senior Vice President -- Law and
Administration and Secretary
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