Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 1 of 6 EXHIBIT A Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 2 of 6 PROMISSORY NOTE SOUTHERN COAL CORPORATION $2,701,263.00 March 19, 2014 FOR VALUE RECEIVED, Southern Coal Corporation (the ??Company?) promises to pay to NATIONAL UNION FIRE INSURANCE COMPANY (?Payee?) or its registered assigns, the principal sum of Two Million, Seven Hundred One Thousand, Two Hundred Sixty Three Dollars together with interest on the unpaid principal balance from time to time outstanding hereunder at a rate per annum of (the ?Applicable Rate?), provided that in no event shall the Applicable Rate exceed the maximum lawful rate (the ?Maximum Rate?) which may be contracted for, charged, taken, received or reserved by Payee in accordance with applicable law, due credit being given for all payments, charges and calculations made in connection with the debt evidenced hereby that may be treated as interest under applicable law. The principal amount of this Note shall be payable on the Payment Due Dates set forth on Annex A attached hereto. Interest payable hereunder shall be calculated for actual days elapsed on the basis of a 360-day year. Accrued and unpaid interest shall be due and payable upon the Payment Due Dates set forth on Annex A, upon any prepayment of the Note (to the extent accrued on the amount being prepaid) and at maturity (whether by acceleration or otherwise). After maturity or upon an Event of Default (as defined below), interest shall continue to accrue on this Note at the rate of interest per annum equal to the lesser of or the Maximum Rate, and shall be payable on demand of the Payee. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America, without defense, setoff or counterclaim, and free of any restriction or condition, at the Payee?s office at PO Box 10472, Newark, NJ 07193, or at such other place as shall be designated by the Payee in writing for such purpose. All payments made on this Note (including, without limitation, prepayments) shall be applied, at the option of the Payee, first to late charges and collection costs, if any, then to accrued interest and then to principal. Whenever any payment on this Note shall be stated to be due on a day which is a Saturday, Sunday or any day which is a legal holiday under the laws of the State of or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, such payment shall be made on the next succeeding business day and such extension of time shall be included in the computation of the payment of interest on this Note. The outstanding principal amount of this Note may be prepaid by the Company upon notice to the Payee in whole at any time or in part from time to time without any Promissory Note Version 1.0 Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 3 of 6 prepayment penalty or premium; provided, that upon such payment any interest due to the date of such prepayment on such prepaid amount shall also be paid. An event of default ("Event of Default?) hereunder shall consist of: a default in the payment by the Company to the Payee of principal or interest under this Note as and when the same shall become due and payable; (ii) an event of default by the Company under any other obligation, instrument, note or agreement for borrowed money, beyond any applicable notice and/ or grace period; or institution of any proceeding by or against the Company under any present or future bankruptcy or insolvency statute or similar law and, if involuntary, if the same are not stayed or dismissed Within sixty (60) days, or the Company?s assignment for the bene?t of creditors or the appointment of a receiver, trustee, conservator or other judicial representative for the Company or the Company?s property or the Company being adjudicated a bankrupt 0r insolvent. Upon the occurrence of any Event of Default, the entire unpaid principal amount of this Note and all unpaid interest accrued thereon shall, without notice, become immediately due and payable, and the Payee shall thereupon have all the rights and remedies provided hereunder or now or hereafter available at law or in equity. The Company promises to pay all costs and expenses, including reasonable attorneys? fees, incurred in the collection and enforcement of this Note. The Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. The Company and any endorsers of this Note hereby agree, in case of an Event of Default, that the Payee may, at its option, set off against the payment of this Note any sums due from the Payee to the Company, or any endorser or guarantor hereof, and may hold as additional security for the payment of this Note any property, real or persona], of the Company or endorser or guarantor hereof in the possession of the Payee. Notices required to be given hereunder shall be deemed validly given three business days after sent, postage prepaid, by certi?ed mail, return receipt requested, (ii) one business day after sent, charges paid by the sender, by Federal Express Next Day Delivery or other guaranteed delivery service, when sent by facsimile transmission, or (iv) when delivered by hand: If to the Payee: AIG/Chartis Insurance PO Box 10472 Newark, NJ 07193 with a copy to: AIG Insurance Atten: Christina Montez 121 Spear St, Suite 302 San Francisco, CA 94105 Promissory Note Version 1.0 2 Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 4 of 6 or to such other address, or in care of such other person, as the Payee or the Company shall hereafter specify to the other from time to time by due notice. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS NOTE THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AF ORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS NOTE. The Company agrees that service of all process in any such proceeding in any such court may be made by registered or certi?ed mail, return receipt requested, to the Company at the address set forth above, such service being acknowledged by the Company to be suf?cient for personal jurisdiction in any action against the Company in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Payee to bring proceedings against the Company in the courts of any other jurisdiction. THE COMPANY AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, THE PAYEE EACH AGREE TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL- ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE COMPANY AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, THE PAYEE EACH (1) ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY AND THE PAYEE TO ENTER INTO A BUSINESS RELATIONSHIP, THAT THE COMPANY AND THE PAYEE HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE OR ACCEPTING THE BENEFITS THEREOF, AS THE CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS, AND (II) FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS NOTE. In the event of Promissory Note Version 1.0 3 Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 5 of 6 litigation, this Note may be ?led as a written consent to a trial by the court. No provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. Any failure by the Payee to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time. No amendment to or modi?cation of this Note shall be binding upon the Payee unless in writing and signed by it. Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the validity, legality or enforceability of the remainder hereof. This Note shall apply to and bind the successors of the Company and shall inure to the bene?t of the Payee, its successors and assigns. [Remainder of page intentionally left blank] Promissory Note Version 1.0 4 Case 1:17-cv-01329 Document 1-1 Filed 02/22/17 Page 6 of 6 IN WITNESS WHEREOF, the undersigned have caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place ?rst written above 982676, 831177 SOUTHERN COAL CORPORATION ID 1026821141 INSTALLMENT DUE DATES AMOUNT BALANCE $2,701,263.00 3/25/2014 $270,126.30 $2,431,136.70 4/25/2014 $270,126.30 $2,161,010.40 5/25/2014 $270,126.30 $1,890,884.10 6/25/2014 $270,126.30 $1,620,757.80 7/25/2014 $270,126.30 $1,350,631.50 8/25/2014 $270,126.30 $1,080,505.20 9/25/2014 $270,126.30 $810,378.90 10/25/2014 $270,126.30 $540,252.60 11/25/2014 $270,126.30 $270,126.30 12/25/2014 $270,126.30 $0.00 The makers and endorsers of this note waive presentment, protest, and notice of dishonor. This note shall be Governed by the Law of the State of blgoddamn. C001 Corporation ed pan An Individual) Wi'? Wephen Be? 10 Onerotiiong? Title State of VI t?imla, ?11111;, County of '4 0? (2)318 a, I Subscribed and sworn to the 315* day of Mg rd?, 201/3 $833123: - ca: $01121? (Lit/k. Mb 24an EXP FIRES Notary Public 3? {320135 "Hunt? Promissory Note Version 1.0 5