Case 3:19-bk-30292

Claim Number: 197

Claim 10-1

Filed 08/07/19

Desc Main Document

Page 1 of 3

 Case 3:19-bk-30292 Claim 10-1 Filed 08/07/19 Desc Main Document Page 2 oil

Give Information About the claim as of the Date the Case was Filed

00 

 

Do you have any number a No

Egg; t? identity Yes. Last 4 digits of the debtor's account or any number you use to identify thedebtor:



.. .



 

 

7. How much to the claim? 3 5 250 this amount include Interestor otherchargee?
a No

CI Yes. Attach statement itemiztng interest. fees. expenses. or other 
charges required by Rule 

 

B. What is the basis of the Examples: Goods sold. money loaned. lease. services performed. personal injury or wrongful death. or creditcard.
claim? Attach redacted copies of any documents supporting the claim required by Rule 30m to}.

Limit disclosing information that is entitled to privacy. suoh as health careinlormatlon.

Leasehold Royalties

 

9. Is all or part ot the claim El No
a Yes. The claim is secured by a lien on property.

Nature of property:

a Real estate. If the claim is secured by the debtor?s principal residence. ?le a ?engage Pl'oel'orGletm 
Attachment {Of?cial Form ore-A} with this ProctofCter'm. .

Motor vehicle

Other. Describe:

 

Basis farm?ecuun. Overriding Royalty Agreement 3

 

Attach redacted copies of documents. if any. that show evidence of perfection of a security interestiior
example. a mortgage. lien. certi?cate at title. ?nancing statement. or other document that shows the lien ha
been ?led or recorded) .

Value of property: 5 

Amount of the claim that is see tired: 33 53501475}?
Amount of the claim that Is unsecured: 0'00 (The sum of the secured and unsecurei
amounts should match the amount in II

 

 

Amount necessary to cure any default as of the date of the petition: QM
Annual Interest Rate (when case was ?led} 0.00 
El Fixed 
Variable 
to. is this claim based on a No i
lease? 
a Yes. Amount necessary to cure any default as of the date of 5 

 

11. is this claim subject toe No i
right otsoloif? 
Yes. identity the property: .

 

 

 

Modi?ed Criticiel Form 410 Proof of Claim page 2 

 

Case 3:19-bk-30292 Claim 10-1 Filed 08/07/19 Desc Main Document Page sorta}?

A claim may be partly
priority and paniy
nonpriority. For example.
in some categories. the
law limits the amount
entitled to priority.

 

12. Is all or part of the claim a No
entitled to priority under

Yes. Check one: entitledt
El Domestic support obligations {including alimony and child supporllunder
11 0.5.0. or 5
l3 Up to $3.02? of deposits toward purchase. lease. or rental of property or services for
personal. iamity. or household use. 11 U.S.G. 
Wages. salaries. or commissions {up to 813.050?) earned within 100 days beforethe
bankruptcy petition is ?led or the debtor's business ends. whichever is earlier. 
11 U.S.C. 
El Taxes or penalties owed to governmental units. 11 U.S.C. 5
Contributions to an employee bene?t plan. 11 5
El Other. Specify subsection of11 use. a 50?la]( ithat applies. 5

Amounts are subject to adjustment on 4l01r22 and every 3 years alter that lot cases begun on or after the date of adjustmen: 3.

priority

 

I13. is all or part ofthe
claim entitled to
administrative priority
pursuant to

11 U.S.C. 503(blle)?

 

able

El Yes. indicate the amount of your claim arising from the value of any goods received 5
by the Debtor within 20 days before the date oi commencement of the above case. in
which the goods have been sold to the Debtor in the ordinary course of such
Debtor's business. Attach documentation supporting such claim.

 

 

 

I

The person completing
this proof of claim must
sign and date it.

PREP 9011ib).

I It you ?le this claim

3' electronically. FRBF

i 5005(alt2) authorizes courts
to establish local rules
specifying what a signature
15.

A person who ?les a
fraudulent claim could be
lined up to $500,000.
imprisoned for up to 5
years. or both.

18 0.3.6. 152, 1 Si". and


 

 

Modi?ed Oi?eial Form 410

Check the appropriate box:

a i am the creditor.

i am the creditor's attorney or authorized agent.

I am the trustee. or the debtor. or their authorized agent. Bankruptcy Rule 3004.
i am a guarantor. surety. endorser. or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on this Proof of Ciaim serves as an acknowledgment that when calculahng the

amount of the claim. the creditor gave the debtor credit for any payments received toward thedebt.

have examined the information' In this Proof of Claim and have a reasonable bettefthat the iniormation is true
and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on date 

ill/ow

Sig nature
Print the name of the person who is comptati ng and signing this claim:

 

Patricia A. Hoops

 

 

 

 

 

 

 

Name

First name Middle name Last name 
Tm Manager
gummy Lexington Coal Royalty Comps ny. LLC

Identify the corporate sen-ricer as the company it the authorized agent is a seryioer.
Address 1051 Main Street

Number Street

Milton WV 25541 

City State ZIP Code 
Contact phone Email

Proof of Claim page 3 

 



 

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 1
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TRANSACTION AGREEMENT

This Transaction Agreement (this greement?), effective as of July 31, 2015, is between
Resource Development LLC, a Virginia limited liability company Resource Land
Company LLC, a Virginia limited liability company, Pigeon Creek Processing Corporation, a
Virginia corporation, Harlan Reclamation Services LLC, a Virginia limited liability company,
and North Fork Coal Corporation, a Virginia corporation (collectively, the ?Seller?), and (ii)
Revelation Energy, LLC, a Kentucky limited liability company (the ?Buyer?).

RECITALS

A. This Agreement is entered into to effect the transactions contemplated by that
certain Asset Purchase Agreement of even date herewith (the ?Purchase Agreement?), to which
the Seller and the Buyer are parties. Capitalized terms used herein but not otherwise de?ned
herein shall have the meanings given to them in the Purchase Agreement.

B. As an inducement for the Seller to enter into and consummate the transactions
contemplated by the Purchase Agreement, the Buyer agreed to pay an overriding royalty and a
wheelage royalty to the Seller, pursuant to the terms and conditions contained in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and suf?ciency of
which are hereby acknowledged, the Seller does hereby reserve unto itself, its successors and
assigns, and the Buyer does hereby grant and convey unto the Seller, its successors and assigns,
an overriding royalty and a wheelage royalty in the real property interests that are the subject of
the real property agreements set forth on the attached Exhibit A (the ?Property?) as follows:

 

l. Overriding Royalty. The Buyer hereby agrees to pay to the Seller an overriding
royalty equal to the sum of one percent of the Applicable Price, plus an additional
?fteen percent of the amount by which the Applicable Price exceeds $70.00 per ton, in
each case, for coal that is mined from the Property and sold (the The term ?Applicable
Price? means the sales price or other valuation of coal gross selling price or similar term)
set forth in the Real Property Agreement covering such coal against which the royalty, rental or
similar payment rate or percentage for coal mined under such Real Property Agreement is
multiplied to determine the royalty, rental or similar payment amount due under such Real
Property Agreement with respect to mined coal.

2. Wheelage Royalty. The Buyer hereby agrees to pay to the Seller a wheelage
royalty of one percent of the Gross Sales Price per ton, f.o.b. loading point, of Wheelagc
Coal #1 handled, loaded, blended or otherwise processed by or at the direction, or with the
approval, of the Buyer or its Affiliates through the preparation plant located in Wise County,
Virginia and commonly referred to by the Seller as the Pigeon Creek Plant as of the date hereof
as such preparation plant may be repaired, refurbished, remodeled, upgraded, maintained,
replaced or otherwise modified from time to time (the ?Preparation Plant?), and 15% of the
amount by which the Gross Sales Price per ton, f.o.b. loading point, of Wheelage Coal #2
handled, loaded, blended or otherwise processed by or at the direction, or with the approval, of
the Buyer or its Af?liates through the Preparation Plant exceeds $70.00 per ton (the ?Wheelage
Royalty? and, together with the ORR, the ?Royalty"). The term ?Gross Sales Price? means the
actual sales price per ton of Subject Coal handled, loaded, blended or otherwise processed

01273200627922 4816-6635-1398v3

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through the Preparation Plant received by the owner thereof or its af?liates in an arm?s length
transaction F.O.B. the plant, less any governmental tax on energy a ?Carbon? or 
tax) imposed subsequent to the date of this Agreement; provided, however, that, if such coal is
sold F.O.B. some point other than the plant, the Gross Sales Price shall be reduced by the
Transaction Costs associated with such coal. When used herein, the term ?Wheelage Coal 
means all coal other than coal for which an overriding royalty is paidto the Seller or its
successors or assigns pursuant to Section 1. When used herein, the term ?Wheelage Coal 
means all coal other than coal for which an overriding royalty is paid to the Seller or its
successors or assigns pursuant to Section 1, and (ii) coal purchased by the Buyer from a non-
A??iliated third party pursuant to a bona ?de arm?s-length coal purchase agreement. When used
herein, the term ?Subject Coal? means Wheelage Coal #1 and/or Wheelage Coal When used
herein, the term "Transaction Costs" shall include all freight and delivery charges affecting or
related to the Subject Coal which are paid by the Buyer to unrelated third parties for hauling the
Subject Coal from the Preparation Plant to such other point, and all loading and unloading
charges paid by the Buyer at such other point. For purposes of clari?cation, the parties hereto
and their successors and permitted assigns acknowledge and agree that, under the terms of this
Agreement, any particular coal may be Wheelage Coal Wheelage Coal #2 or both and may
be subject to the Wheelage Royalty set forth in Section the Wheelage Royalty set forth in
Section 2(b) or both.

3. Duration. The term of the ORR shall begin on the date ?rst written above and the
term of the Wheelage Royalty shall begin on the earlier of the ?fth (5m) anniversary of the
date ?rst written above, and the earliest date by which the Transaction Payment (as de?ned in
that certain Amended, Consolidated and Restated Lease and Sublease, dated July 31, 2015,
between Grantee and LLC, as in effect as of the date hereof and without giving effect to
any further amendments or other modi?cations thereof) has been paid in full, and each of the
ORR and the Wheelage Royalty shall continue until the total payments of ORR or Wheelage
Royalty hereunder and under that certain Special Warranty Deed of even date herewith among
RDC, Resource Land Company LLC and the Buyer, conveying real property located in Harlan
County, Kentucky, equal $100,000,000 (the If any court of competent jurisdiction
should determine in an appropriate proceeding that the duration of the Royalty renders this
reservation or conveyance illegal, void or unenforceable, then the interest herein reserved and
conveyed shall be limited to a term equal to the longest permissible term that would not render
this reservation or conveyance illegal, void, or unenforceable. Once the Cap has been reached,
Seller shall ?le a release or termination document reasonably satisfactory to the Buyer,
evidencing the termination of the Wheelage Royalty obligation under the aforementioned Special
Warranty Deed.

4. Payment Obligation. The ORR and the Wheelage Royalty shall be due and
payable to the Seller, without demand, on the twenty-?fth (25th) day of each calendar month for,
in the case of the ORR, all coal mined from the Property and sold during the preceding calendar
month and, in the ease of the Wheelage Royalty, all Subject Coal handled, loaded, blended or
otherwise processed through the Preparation Plant by or at the direction, or with the approval, of
the Buyer or its Af?liates and sold during the preceding calendar month. All payments shall be
delivered to the Seller by wire transfer (or otherwise in immediately available funds) at its
address set forth above or as otherwise directed by the Seller in writing. At the time payment is
sent, the Buyer shall deliver to the Seller at the address indicated by the Seller in writing 

2
01273200627922 4816?6635-1398v3

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 3
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written notice of the payment amount, payment date and wire transfer information, and a
royalty report (in form satisfactory to the Seller) showing for the preceding month the quantity of
coal mined from the Property and sold, the quantity of Subject Coal and, separately, all other
coal handled, loaded, blended or otherwise processed through the Preparation Plant by or at the
direction, or with the approval, of the Buyer or its Af?liates, and such other information as shall
reasonably be requested by the Seller. Weights shall be determined by use of certi?ed scales,
tested and corrected at least once each year, or if certi?ed scales are not available, then by
procedures standard in the coal industry that are mutually acceptable to the Buyer and the Seller.

5. Royalty Runs with the Land. The Royalty, including all obligations for payment
and other obligations of the Buyer herein, shall be considered an interest in real estate and shall
be an interest which runs with the Property and each parcel and piece of the Property, and shall
be binding on the Buyer, its successors and assigns, and all subsequent owners of and successors
in title to the Property. The Buyer?s successors and assigns shall include, without limitation, any
of the following permitted by the terms of this Agreement: any successor by sale of equity
interests, merger or other entity restructure, any grantee as debtor or debtor?in-possession in
any bankruptcy or insolvency proceeding, and any assignecs, transferees, purchasers, lessees,
sublessees, and other persons acquiring any interest in this Agreement, any of the Real Property
Agreements or any of the Property (any of the foregoing, a ?Successor?). All Successors shall
take such interests subject to the Royalty, and shall be charged with the Royalty payment
obligations provided herein. The Buyer agrees to notify each such Successor of this Agreement
and its obligations hereunder, and to obtain and provide to the Seller a written acknowledgement
and assumption thereof, duly executed by such Successor, prior to any Successor?s acquisition of
any interest in the Property.

6. Nature of Royalty.

The Buyer and the Seller intend that the Royalty (including the payment
obligations set forth in Sections 1 and 2 above) shall constitute a real property interest in the
Property, overriding and prior to all other present or future interests in the Property. To the
extent, if any, however, that a court of competent jurisdiction should nevertheless hold that the
Royalty, any portion thereof and/or such payment obligation constitutes only a contractual
obligation, or a lien on the Property or items located thereon, then this Agreement shall
constitute a ?rst-priority mortgage lien or deed of trust lien on the Property, all accounts arising
from the Property, and all proceeds thereof, including without limitation proceeds in the form of
chattel paper, documents, general intangibles, instruments, letter-of-credit-rights and other rights
to payment with respect to the Property (all of the foregoing, collectively, the ?Royalty
Collateral?), to secure the prompt payment and performance of the obligations of the Buyer and
its Successors hereunder. In such event, the Buyer?s grant of the Royalty to the Seller shall
constitute the grant of such liens on real property and/or security interests in the Royalty
Collateral, as applicable, and the Seller shall be deemed to be a lienholder, mortgagee and
secured party, as applicable, with respect thereto. The Buyer authorizes the Seller to ?le
mortgages, deeds of trust, financing statements and similar documents describing the Royalty
Collateral and such liens and security interests in all such ?ling of?ces as the Seller may elect,
and agrees to execute such other documents and take such other actions as may be reasonably
necessary to implement the terms of this Section Terms used in this Section 6(a)that are

01273200627922 48 I 6-6635-1 398v}

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de?ned in Article 9 of the Uniform Commercial Code (as in effect on the date hereof in the state
where the Property is located) shall have the same meanings herein.

It is the intention of the parties that the Royalty reserved by and conveyed
to the Seller hereby shall, in the event of the sale by foreclosure or otherwise of the rights and
interests in the Property other than the Royalty, remain in place and such sale shall not result in
acceleration of the obligation to pay the Royalty or otherwise affect the rights of the Seller
hereunder. In the event that, notwithstanding the restrictions set forth in Section 16, the Property
(free and clear of the obligation to pay the Royalty) is sold and such sale is not enjoined or
otherwise terminated, the Seller shall be entitled to such portion of the proceeds as results from
such sale up to an amount equal to the remaining value of the Royalty.

7. Agreement Not to Challenge; Modi?cation.

The Buyer, for itself and its Successors, agrees that it will not, directly or
indirectly, cause any challenge to the validity, scope or enforceability of all or any portion of this
Agreement, to the Royalty created by this Agreement, or to the other rights and bene?ts of the
Seller created herein. If the validity, scope or enforceability of all or any portion of this
Agreement, the Royalty created by this Agreement, or the other rights and bene?ts of the Seller
created herein is rendered void, invalid or unenforceable as a result of a challenge by any Person
for any reason, based on any legal or equitable theory, it is the intent of the Buyer and the Seller
that only the offending provisions of this Agreement shall be adjusted to make them valid and
enforceable rather than voided, if possible, in order to achieve the intent of the Buyer and the
Seller. in any such event, all other provisions of this Agreement shall be deemed valid and
enforceable to the fullest extent possible.

Any decision rendering all or a portion of this Agreement void, invalid or
unenforceable as to some, but not all, of the Property shall not serve as to render this Agreement
void, invalid or unenforceable as to any other portion of the Property.

During the pendency of any dispute brought by any Person regarding the
validity, scope or enforceability of all or any portion of this Agreement, the Royalty created by
this Agreement, or the other rights and bene?ts of the Seller created herein, the Buyer shall
continue to pay the Royalty to the Seller as provided in this Agreement, unless directed
otherwise by order of a court of competentjurisdiction.

8. Records. The Buyer shall keep true and accurate records of all coal mined from
the Property and sold during the term hereof and all coal, including Subject Coal, that is handled,
loaded, blended or otherwise processed through the Preparation Plant by or at the direction, or
with the approval, of the Buyer or its Af?liates and sold during the term hereof, together with
any and all information required under this Agreement or reasonably requested by the Seller.
The Seller and its of?cers, agents, employees, engineers, accountants, attorneys and consultants
shall have the right, but not the obligation, to audit, inSpect and copy at all reasonable times
the books and records of the Buyer or its Successors, and with reasonable notice to the Buyer
or its Successors, go upon and inspect the Property and the Buyer?s or its Successors?, or their
respective agent?s or contractor?s, operations thereon or related thereto to con?rm compliance
with the terms of this Agreement. All books, records, data and analyses concerning the Buyer?s
or its Successors? operations on the Property shall be maintained for a period of at least three (3)

4
01273200627922 4816-6635-1398v3

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years after the mining, handling, loading, blending or other processing and sale of the applicable
coal.

9. Taxes. The Buyer shall pay, when and as due, any and all taxes, fees, and
assessments imposed by any governmental authority with respect to the Property, without
charge, cost or expense to the Seller, including ad valorem taxes, severance taxes, and unmined
minerals taxes, and shall, upon request of the Seller, provide the Seller copies of all tax returns
prepared in connection with such ad valorem, severance, and unmined mineral taxes.

10. Default and Remedies. In the event of any failure by the Buyer or its Successors
to pay the Royalty as and when due, or to perform any other covenant or obligation of the Buyer
hereunder, the Seller shall beentitled to all the rights and remedies available to it at law, in
equity, by contract, or otherwise, and may bring proceedings in equity or at law or take such
steps as it may deem advisable to protect and enforce its rights hereunder.

 

11. Con?ict. This Agreement is subject to all the terms and conditions of the
Purchase Agreement. No provision of this Agreement shall be deemed to enlarge, alter or amend
the terms or provisions of the Purchase Agreement. Notwithstanding anything to the contrary set
forth herein, if there is any con?ict between the terms and conditions of this Agreement and the
terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase
Agreement shall control.

Governing Law. This Agreement shall be governed by and construed according
to the laws of the Commonwealth of Kentucky without regard to or application of its conflict of
laws rules.

13. Counterparts. This Agreement may be executed in one or more counterparts
(including by means of facsimile or e-mail signature pages) and all such counterparts taken
together shall constitute one and the same Agreement.

14. Severability. If any provision of this Agreement or its application will be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of all other
applications of that provision, and of all other provisions and applications hereof, will not in any
way be affected or impaired. If any court shall determine that any provision of this Agreement is
in any way unenforceable, such provision shall be reduced to whatever extent is necessary to
make such provision enforceable.

15. Fees and Expenses. The Buyer agrees to pay the Seller, on demand, all fees,
costs, and expenses (including reasonable attorneys? fees and expenses and fees and expenses of
other professionals) that the Seller may incur or pay in enforcing or protecting the Seller?s rights
hereunder.

16. Transfer; Assignment. The parties hereto acknowledge and agree that a major
part of the consideration for entering into this Agreement is the belief of the Seller that the Buyer
has the expertise and ability to develop, operate and maintain a mining operation on the
Property suf?cient to adequately mine all of the mineable and merchantable coal therein and
operate the Preparation Plant, in each case, in a good and workmanlike manner, the necessary
?nancial resources and coal marketing ability, and the reputation for honesty and integrity

5
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and the standing in the coal mining industry as an expert, reliable and dependable producet
processer and marketer of coal? In light of these facts the Buyer agrees 2th j'irtherthes?Buyer

            
   

 

?rm'fthl'fe?ldkI cond1t10ned or delayed but may be Withheld cond1t1oned or delayed
based upon the ?nancial viability, the coal marketing ability, the reputation, expertise, reliability
or dependability, or the mining or processing capabilities of the proposed assignee or transferee,
among other reasonable bases for withholding, conditioning or delaying consent; provided,
however, that the Buyer and its Successors may assign this Agreement or its rights hereunder, in
whole or in part, to any Af?liate without the Seller?s consent, but the assigning or transferring
party shall remain liable for the obligations and liabilities arising under this Agreement; provided
further, however, that Seller shall be deemed to have consented to any Transfer of which Buyer
or its Successor has noti?ed Seller in writing if Seller does not provide Buyer or such Successor
written notice of an objection to such Transfer within ?ve (5) Business Days of Seller?s receipt
of such written notice. The Seller may assign the Royalty, this Ag1eement and all or any rights
or obligations hereunder to any other Person without any consent from the Buyer or its
Successors, but shall provide the Buyer with at least ten (10) days prior written notice

17. Entire Agreement. All prior negotiations and agreements by and among the
parties hereto with respect to the subject matter hereof are superseded by this Agreement, the
Purchase Agreement, and the other Related Agreements, and there are no representations,
warranties, understandings or agreements with respect to the subject matter hereof other than
those expressly set forth in this Agreement, the Purchase Agreement, and the other Related
Agreements.

18. Headings. Section headings me not to be considered part of this Agreement, are
solely for convenience of reference, and shall not affect the meaning or interpretation of this
Agreement or any provision in it.

OF PAGE INTENTIONALLY LEFT 

0 I 273200627922 48 1641635- l398v3

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 7
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IN WITNESS Wop, the parties hereto have caused their authorized
representatives to execute this Agreement as of the date set forth in the notary blocks below to be
e?'ective as of the date ?rst set forth above.

 

 

 

 

 

 

 

 

    
   
 

SELLER: RESOURC LL
By: .
Name: 
Title: V, tj? 
RESOURCE 
By: -
Name: I {5'31?
Title: \lPtt- 4-44-th
PIGEON 01? 0 00?

 
 

ORPORATION

    
 


By: . . 
Name: ML Cat/wt?:


Title: Vp Mew

HARLANRECL WHO
Nile: $137 Crow-hm;

Title: J- 

NORTH FOVPW
4 -
Name: Pht?mA) 

Title: ?5 

 

 

84
Signature Page to Tmnsaction Agreement

. .. . 

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 8
of63

BUYER: REVELATION ENERGY, LLC
By:

 

Name: Jeffery A. Hoops

Title: President CEO

STATE OF l/z'rmh/w 
9933mm? en?s?: 

at
?The was sworn to and acknowledged before me on (35 5" 
2015, by Flu/:20 J. gab/(thin; as 6, 2am?; of Resource
Development LLC, a Virginia limited liability company, on behalf of said company.

   

JESSICA LAUREN CLEVINGER
Notary Public
Commonwealth ot Vtrginia
7280424
'4 My Commission Expites May 31. 2017 

Ll S9124 Adar/VI Vlh?i?
No?ry Public 
My Commission Expires: Mat/It, 20 

     
    

STATEOF mm, 
WOF Bn's-fol 

(if
W'I?he foregoing instrument was sworn to and acknowledged before me on Jot 1% 
2015, by Philip J. ?at/Hon; A as Wmarzr of Reso Land

Company LLC, a Viiginia limited liability company, on behalf of said company.

489M 

   

 

    
     
 

 

JSA .
Notary Public 171% Ful?l?: . 3 20 [7
Commonwealth ot Vitginia My Commissxon Expires: 
7280424
My Commissio Expirs May 31.2017

   

Signature Page to hansaction Agreement


-. . .

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

of63

 

 

STATE OF [/1sz 
WOF Fyi 

The foregoing instrument was swam to and acknowledged before me on Jeri 3} ST

2015, by Philip J. A as VP 1? 7kg farm? of Pigeon Creek
Processing Corporation, a Virginia corporation, on behalf of said corporation.

/J/1rt/L ?ler/A 064
Notiriry Public 0
My ?on Expires: 2-0/7

 
   

 

JESSICA LAUREN CLEVINCER 
Notary Public .
Commonwealth of Virginia
7280424 5

My Commission Expires May 31. 2017 

 
  
 

 

 

STATE OF 
63W 0F Em?s?im 
I
The foregoing instrument was sworn to and acknowledged before me on 3! 5f 
2015, by d. ?aming; as VP ,6 ?earumr of Harlan [galamation

 

 

Services LLC, a Viiginia limited liability company, on behalf of said company.

.4. .a 

 
          
   

 

JESSICA LAUREN .
. Notary Public 1755454 [aura/4 C/?yxnacc?
Commonwealth oi Virginia can, 
7280424 PUbhc

5 A My Commission Expires May 31. 2017 3 My Commission 21 $017

 

 

       
 

 

  

STATE OF Mini/max 
OF I
a
The foregoing instrument was sworn to and acknowledged before me on Jul! 3/
2015, by Wu'ir'p Jr?am?u' A as 2244!ng of North Fork Coal
Corporation, a Virginia corporation, on behalf of said corporation.
A .r imam lame/I ?/z/mr/Z
. LAUREN crevmcra Notify Public 0 .
Nola? My Commission Expires: 444% 31, 212
Commonwealth 01 Virginia

80424

My Commission Expis

   

Signature Page to Transaction Ageement

Page 9

- ?wt-up r?v

. .-

-,

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment
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BUYER: REVELATION ENERGY, LLC
By:
Name. ery . Hoops
Title: President& CEO

 

 

 

STATE 0F 
COUNTY 0F 
The foregoing instrument was sworn to and aclmowledged before me on
2015, by A as of Resource

 

 

Development LLC, a Virginia limited liability company, on behalfof said company.

 

 

 

 

 

Notary Public
My Commission Expires:
STATE or 3
COUNTY OF - 3
The foregoing instrument was sworn to and aoknoydedged before me on
2015, by as of Resource Land

 

 

Company LLC, a Virginia limited liability company, on behalf of said company.

 

 

Notary Public
My Commission Expires:
8-2

Signature Page to Transaction Agreement

Page 10

-

- . .

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 11

 
   

of63
STATE 0
COUNTY OF 
The foregoing instrument was sworn to and acknowledged before me ..
2015, by Jeffery A. Hoops, as President CEO of Revelation Energy, LLC, a 'ted 

liability company, on behalf of said compan@4g

MyComires: 

 

s-4
Signature Page to Transaction Agreement

.- 

 

 

 

Current
Lessor/
Sublessor/
Other

Current
Lessee]
Sublessee/
Other

Execution
Date

Location
(County,
State)

Lease Boold
Pageor 
Instrument 

Description

i

 

ACIN. LLC

Resource
Development
LLC

29/29/98

Harlan KY,
Letcher, KY
Wise, VA

Harlan: LB
39, PG 235

Letcher: LB
44, PG 540

Wise:
Unrecorded

Coal Mining Lease and Sublease between ACIN LLC (successor to Ark Land
Company), Lessor, and Resource Development LLC, Lessee, as amended,
assigned, surrendered, restated or otherwise modi?ed, in whole or in part, from
time to time, including by: 1) First Amendment dated June 15, 1999; 2)
Amendment No. 2 dated October 26, 2000; 3) Amendment No.3 dated
December 31, 2000; 4) First Amendment to Amendment No. 3 dated January 3,
2011; 5) Partial Lease Surrender dated January 1, 2004; 6) Fourth Amendment
dated August 1, 2004; 7) Second Partial Lease Sin'render dated October 1, 2004;
8) Fifth Amendment dated March I, 2005; 9) Sixth Amendment dated December
1, 2005; 10) Seventh Amendment dated June 16, 2006; 11) Eighth Amendment
dated September 1, 2007; 12) Ninth Amendment dated August 1, 2008; 13)
Tenth Amendment dated February 5, 2009; 14) Eleventh Amendment dated
January 25, 2010; 15) Twel?h Amendment dated February 1, 2010; 16)
Thirteenth Amendment dated April 19, 2010; 17) Fourteenth Amendment dated
April 1, 2012; 18) Seventh Partial Lease Surrender Agreement dated April 1,
2012; 19) Fifteenth Amendment dated April 1, 2012; 20) Eighth Partial Lease
Surrender Agreement dated August 1, 2013; 21) Tenth Partial Lease Surrender
dated November 21, 2013; 22) Ninth Partial Lease Surrender dated January 1,
2014; 23) Sixteenth Amendment dated January 1, 2014; 24) Letter Agreement
dated May 28, 2003; 25) Letter Agreement dated April 28, 2004; 26) Letter
Agreement dated May 10, 2005; and 27) Letter Agreement dated October 23,
2007.

 

Lewis, Burncy,
Jr., and
Jacqueline L.,
et a1

Resource
Development
LLC

5/15/12

Harlan, KY

LB 50, PG
474

Coal Lease between Burney Lewis, Jr. and his wife, Jacqueline L. Lewis, James
Boyd Lewis, unmarried, and Lynetta Lewis Alexander, unmarried, Lessors, and
Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

 

Hall, Robert 13.,

et al

 

Resource
Development
LLC

 

9/14/11

 

Harlan, KY

 

LB 50, PG
262 (Hall
Counterpart)
LB 50, PG
395 (Williams

 

Coal Lease between Robert E. Hall (single); Jesse Hall and Kelly Hall, his wife;
William Edward Williams, ika William Edward Hall, and Sakrl Williams, his
wife; and Michael Eugene Williams, ?ca Michael Eugene Hall, and Susan
Williams, his wife; Merribeth Burns and Steven Burns, her husband: Darlene

 

 

01273200627922 4816-6635-1398v3

Kress and Robert Cress, her husband; and Maxine Cox Cecil and Philip S. Cecil,

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment
of63

Page 12

 

Current
Lessor]

Other

Current
Lessee!
Snblesseel
Other

Execution
Date

Location
(County,
State)

Lease Book]
Page or
Instrument 

Description

1

 

Counterpart)

IV, her husband, Lessors, and Resource Development LLC, Lessee, as amended,
assigned, surrendered, restated or otherwise modi?ed, in whole or in part, from
time to time.

 

McQueen,
Tammy E.

Resource
Development
LLC

8/19/05

Harlan, KY

Unrecorded

Coal Lease between John C. Hall, Jr. (deceased), now Tammy E. McQueen,
Lessor, and Resource Development LLC, Lessee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, from time to
time.

 

Fields, Frances
G.

Resource
Development
LLC

9/3/05

Harlan, KY

Unrecorded

Coal Lease between Frances G. Fields, Lessor, and Resource Development LLC,
Lessee, as amended, assigned, surrendered, restated or otherwise modi?ed, in
whole or in part, from time to time.

 

Deal, Yvonne,
et al

Resource
Development
LLC

6/22/07

Harlan, KY

LB 49, PG
434

Coal Lease between Elsie Watts, single, now deceased, interest succeeded by
Yvonne Deal, Randall Hogg, Tommy D. Hogg, Michael S. Hogg, Gary Hogg
and Darlene Hogg, Lisa Hogg, Jessee Hogg and Stephanie Hogg, Lessor, and
Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

Deal, David
Claude and
Yvonne Boggs

Resource
Development
LLC

6117/11

Harlan, KY

LB 50, PG
142

Coal Lease between Yvonne Boggs Deal, and her husband, David Claude Deal,
Lessor, and Resource Development LLC, Lessee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, ?'om time to
time.

 

Hall, Darlene

Resource
Development
LLC

6/22/07

Harlan, KY

LB 49, PG
480

Coal Lease between Darlene Hall, single, Lessor, and Resource Development
LLC, Lessee, as amended, assigned, surrendered, restated or otherwise modi?ed,
in whole or in part, from time to time.

 

Maggard.

Connie

Resource
Development
LLC

7/13/00

LetcherLease Agreement between Vernon Maggard (deceased) and Comic Maggard,
husband and wife, Lessor, and Resource Development LLC, Lessee, as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or in
part, ?om time to time, including by: 1) Amendment dated November 22, 2005;
and 2) Amendment dated March 11,2010.

 

Shivel, Charles
E. and Sandra
K., et al

Resource
Development
LLC

11/13/09

Harlan, KY

LB 49, PG
359

Coal Lease between Sandra K. Shivel and Charles E. Shivel, In, her husband;
Janice L. Wimer, single; Timothy S. Gilley and Retha Gilley, his wife, Lessors,
and Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

 

Henson,
Charles L., et a1

 

Resource
Development
LLC

 

11/15/10

 

Harlan409

 

Coal Lease between Charles L. Henson, single; Donnie W. Henson, single; Gary
Henson and Elizabeth Henson; his wife; Sharon H. Little and Robert Little, her
husband; Patricia A. Stan?eld, single; Mary J. Cornett, single; Buelah M.

 

 

01273200627922

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of63

Page 13

 

Current
Lessor!
Sublessor/
Other

. Current
LesSee/
Snblessee/
Other

Execution
Date

Location
(County,
State)

Lease Baok/
Page or
Instrument 

"Description

 

Martin(deceased) and Phillip D. Martin, her husband; Michael S. Morgan,
single; Georgia F. Gilley, single; Brett D. Gilley, single; Shaun E. Foust, single;
Ernestine G. Bilbrey and Dennis Bilbrey, her husband; David E. Gilley and
Becky Gilley, his wife; Eudean G. S. Butler, single; Eric Ray Gilley and Donna
Gilley, his wife; Ernest Lee Gilley, single; Barry W. Arp and Sharon F. Arp, his
wife; Charlotte R. Dugger and Robert G. Dugger, her husband; Helen A.
Rogerson and Brian Rogerson, her husband; and Wilma J. McClure and Charles
McClure, her husband, Lessors, and Resource Development LLC, Lessee, as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or in
part, from time to time.

 

Mitchell, Dart
Keith and
Melissa, et al

Resource
Development
LLC

2/25/1 

Harlan, KY

LB 50, PG 45

Coal Lease between Dart Keith Mitchell and Melissa Mitchell, his wife, Darren
Mitchell and his wife; Davetta A. Pomahatch and Richard
Francis Pomahatch, her husband; Susan E. Hoffman and Richard Frank
Hoffman, Jr., her husband; Timothy Allen Hicks, single; Jimmy Charles Hicks
and Roxanne Marie Hicks, his wife; Joe Gilley and Rita Gilley, his wife; and
Dwayne Gilley, single. Lessors, and Resource Development LLC, Lessee, as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or in
part, from time to time.

 

 

Heddon,
Jonathan D., et
al

Resource
Development
LLC

9/14/11

Harlan, KY

LB 50, PG
275

Coal Lease between Jonathan D. Heddon; Dianna L. Bowers and Dave Bowers,
her husband; Danelle L. Bennett and Ray Doll, her husband; Robert L. Bennett,
single; Tia R. Bennett, single; Lacie A. MaKary and Jonathan MaKary, her
husband, Lessors, and Resource Development LLC, Lessee, as amended,
assigned, surrendered, restated or otherwise modi?ed, in whole or in part, from
time to time.

 

 

Firchau,
Richard and
Sarah 13., et a1

 

Resource
Development
LLC

 

11/13/09

 

Harlan, KY

 

LB 49, PG 60

 

Coal Lease between Sarah E. Firchau, and Richard Firchau, her husband;
William R. White and Donna White, his wife; Bethel W. Gilliam and Teresa
Gilliam, his wife; Sheila G. Hall and Samuel Hall, her husband; Sharon G. Park
and James Park, her husband; Joan E. Lewis and Darrell Lewis, her husband;
Mary Magalene Lewis, single (deceased), now Robert Lewis, Ronnie Lewis,
Clarkson, Vickie Smith, Barbara Rosensteel, Richard Lewis and Randall
Lewis; Ruth B. Bush, single; M. Faye North, single; Ora Jewel lson and Donald
lson, her husband; Robert M. Bush and Velda Bush, his wife; Ellen R. Bush,
single; Ursle Bush and Colleen M. Bush, his wife; Margaret Halcomb and
Michael L. Halcomb, her husband; and Robert M. Bush, single, Lessors, and
Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

 

01273200627922 4816-6635-1398v3

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of63

Page 14

 

Current
Lessor]
Sublessorl
Other

Current
A Lessee!
Sublesseel
Other

Execution
. Date

Location
(County,
State)

Lease Book].
Page or
Instrument 

Description 1

 

Ison, Donald
and Ora Jewel

Resource
Development
LLC

11/13/09

Harlan, KY

LB 50, PG
417

Coal Lease between Ora Jewel Ison and Donald Ison, her husband, Lessors, and
Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

White,
Raymond A.
and Mary E., et
al

Resource
Development
LLC

5/1/08

Harlan, KY

LB 48, PG 59

Coal Lease between Raymond A. White and Mary White, his wife; David W.
Creech and Bertha Creech, his wife; Pamela D. Banks and Kenneth Banks, her
husband; Angela S. Collier and Gregory A. Collier, her husband; Anna DeLois
Davis and Hurlen Davis, her husband; Eunice White, Lessors, and Resource
Development LLC, Lessee, as amended, assigned, surrendered, restated or
otherwise modi?ed, in whole or in part, from time to time.

 

White, Mary
Lou, et al

Resource
Development
IJLC

ll 18/08

Harlan, KY

LB 47, PG
749

Coal Lease between Ralph W. White (deceased) and Mary L. White. his wife;
Gladys W. Keith and Kenneth E. Keith; Mary P. Keith, single; Bobby D. White
and Joyce E. White, his wife; David M. White and Wilma E. White, his wife;
Roy 0. White and Kay P. White, his wife, Lessors, and Resource Development
LLC, Lessee, as amended, assigned, surrendered, restated or otherwise modi?ed,
in whole or in part, from time to time.

 

Amette, Bobby
J. Sr., et al

Resource
Development
LLC

6/30/08

Harlan, KY

LB 48, PG
330

Coal Lease between Bobby J. Amette, Sr., single; Bobby J. Amette, Jr. and
Kathleen M. Amette, his wife; Deborah U. Adams and Robert Adams, her
husband; V. Darlene Amette, single; A. Richey and Albert Richey, her
husband; Jacqueline M. Hodgson and Jim Hodgson, her husband, Lessors, and
Resource Development LLC, Lessee, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, item time to time.

 

White, Michael
J. and Lisa A.,
et al

Resource
Development
LLC

7/31/08

Harlan, KY

LB 48, PG
627

Coal Lease between Michael J. White and Lisa A. White, his wife; Edward E.
White, single; Renee J. Whitman and Enoch Whitman, her husband; Deborah K.
White (Hill), single; Deanne K. Campbell, single; David A. White, single; James
Q. Evans, single; Sherry D. Ispan and Richard, her husband; James A. Evans and
Robin A. Evans, his wife; Cody G. White, single; Buford White, single; Elwin
A. White and Suzanne W. White, his wife; Shirley J. Fletcher; Joyce Marks and
Robert Marks, her husband; Brenda Wilhite and Frank E. Wilhite, her husband,
Lessors, and Resource Development LLC, Lessee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, from time to
time

 

 

Winters, Betty,
J., et al

 

Resource
Development
LLC 

 

3/12/08

 

Harlan, KY

 

LB 48, PG 54

 

Coal Lease between Betty J. Winters, single; Charles Douglas White, single,
Lessors, and Resource Development LLC, Lessee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, ?om time to
time.

 

 

0l27320.0627922 48 6-6635-l398v3

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment
of63

Page 15

 

Current?
Lessor/
Sublessor/
Other

1

Current
Lessee]
Sublessee/
Other

Execution
Date

Location
(County,
State)

Lease Book].
A Page or
Instrument 

Description

 

Penn Virginia
Operating Co.,
LLC

Resource
Development
LLC

5/20/96

Harlan, 
Wise, VA

Unrecorded

Lease Agreement between Penn Virginia Coal Company, now Penn Virginia

Operating Co., LLC, Lessor, and Resource Development LLC (successor by
merger and assignment to Powell River Resources Corporation), Lessee, as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or in
part, from time to time, including by: 1) First Amendment dated April 3, 1997;
2) Second Amendment dated September 15, 1997; 3) Third Amendment dated
February 5, 2005; 4) Fourth Amendment dated June 9, 2000; 5) Amendment of
Lease (No.5) dated September 1, 2000; 6) Amendment of Lease (No.6) dated
February 5, 2001; 7) Seventh Amendment dated May 24, 2001; 8) Letter
Agreement dated June 15, 2001; 9) Letter Agreement dated June 29, 2001: 10)
Amendment No. 8 dated November 12, 2001; 11) Letter Agreement dated
December 20, 2001; 12) Letter Agreement dated May 31, 2002; 13) Amendment
No. 9 dated June 3, 2002; 14) Letter Agreement dated October 7, 2003; 15)
Amendment 10 dated December 12, 2003; 16) Amendment 1 1 dated December
1, 2003; 17) Letter Agreement dated February 26, 2004; 18) Letter Agreement
dated May 26, 2004; 19) Letter Agreement dated July 6, 2004; 20) Amendment
12 dated December 22, 2004; 21) Amendment 13 dated May 31, 2005; 22)
Amendment 14 dated December 22, 2005; 23) Amendment 15 dated May 17,
2006; 24) Amendment 16 dated August 23, 2006; 25) Amendment 17 dated May
17, 2007; 26) Amendment 18 dated April 30, 2008; 27) Amendment 19 dated
July 7, 2008; 28) Amendment No. 20 dated January 27, 2009; 29) Amendment
21 dated March 18, 2009; 30) Amendment 22 dated July 17, 2009; 31) Letter
Agreement dated January 1, 2010; 32) Amendment 23 dated January 19, 2010;
33) Amendment 24 dated February 9, 2010; 34) Letter Agreement dated
February 12, 2010; 35) Notice Letter dated October 22, 2010; 36) Amendment
25 dated September 27, 2011; 37) Amendment No. 26 dated May 21, 2012; 38)
Letter Agreement dated June 13, 2012; 39) Letter Agreement dated March 27,
2009; 40) Amendment No 27 dated July 18, 2013; 41) Agreement dated January
1, 2015; and 42) Amendment No 28 dated January 1, 2015.

 

 

Pardee
Minerals LLC

Resource
Development
LLC

9/13/06

Lee, VA 
Harlan, KY

Unrecorded

Lease Agreement between Pardee Minerals, LLC, Lessor, and Resource
Development LLC (successor by merger and assignment to Powell River
Resources Corporation), Lessee, as amended, assigned, surrendered, restated or
otherwise modi?ed, in whole or in part, from time to time, including by
Amendment dated March 16, 2010.

 

Penn Virginia
Operathg Co.,

 

Pigeon Creek
Processing

2/5/00

 

 

Wise, VA

 

Unrecorded

 

Lease between Penn Virginia Coal Company, now Penn Virginia Operating Co.,
LLC, Landlord, and Pigeon Creek Processing Corporation, Tenant, as amended,

 

 

01273200627922 4816-6635-1398v3

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Page 16

 

Current-
Lessor]
Sublessorl
Other

Current
Lessee!
Sublessee/
Other

Execution
Date

1 Location
(County,
State)

Lease Book! 
PageOr 
Instrument 

Description 3




 

LLC

Corporation

assigned, surrendered, restated or otherwise modi?ed, in whole or in part, from

time to time, including by: 1) Amendment dated October 19, 2006; and 2)
Amendment dated January 1, 2015.

 

Penn Virginia
Operating Co.,
LLC

North Fork Coal
Corporation

2/12/97

Wise, VA 
Harlan, KY

Unrecorded

Amendment and Restatement Of Lease Agreement between Penn Virginia Coal
Company, now Penn Virginia Operating Co., LLC, Lessor, and North Fork Coal
Corporation (successor by merger to Winifrede Coal Corporation), Lessee, as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or in
part, from time to time, including by: 1) Amendment dated August 31, 1999; 2)
Amendment dated April 3, 2012; and 3) Amendment dated July 23, 2013-

 

Ark Land
Company

Resource
Development
LLC

3/1/05

Harlan, KY

Unrecorded

Sublease between Ark Land Company, Sublessor, and Resource Development
LLC, Sublessee, as amended, assigned, surrendered, restated or otherwise
modi?ed, in whole or in part, from time to time.

 

Resource
Development
LLC 

A Coal
Corporation

4/29/09

Harlan, KY
Wise, VA

Unrecorded

Amended and Restated Sublease between Resource Development LLC,
Sublessor, and A Coal Corporation, Sublessee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, ?'om time to
time, including by: 1) First Amendment dated January 25, 2010; 2) Agreement
dated April 29, 2009; 3) Personal Guaranty by Jerry W. Wharton dated April 29,
2009; 4) Bill of Sale dated April 29, 2009; S) Coalhaul Road Joint Use
Agreement dated April 29, 2009; 6) Agreement Regarding Mine Permits dated
April 29, 2009; 7) Joint Use Operations Agreement dated February 9, 201 l; 8)
Standby Letter of Credit (Central Bank) dated April 29, 2009; 9)
Letter Agreement dated December 23, 2013; and 10) Irrevocable Standby Letter
of Credit (Select Bank) dated May 15, 2015.

 

Resource
Development
LLC

A Coal
Corporation

4/1/02

Letcher, KY

Unrecorded

Sublease between Resource Development LLC, Sublessor, and A Coal
Corporation (as assignee of Pinnacle Resources LLC), Sublessee, as amended,
assigned, surrendered, restated or otherwise modi?ed, in whole or in part, from
time to time, including by: I) First Amendment dated April 29, 2009; 2)
Assignment of And Consent to Assignment of Sublease dated December 29,
2003; and 3) Letter Agreement dated March 31, 2012.

 

 

ACIN LLC,
Resource
Development
and Harlan
Reclamation
Services LLC

 

Commonwealth
of Kentucky,
Transportation
Cabinet

 

11/19/12

 

Letcher, KY

 

Unrecorded

 

Right of Entry granted to Commonwealth of Kentucky, Transportation Cabinet
by ACIN LLC, Resource Development LLC and Harlan Reclamation Services
LLC, as amended, restated, surrendered, restated or otherwise modi?ed ?'om
time to time.

 

 

01273200627922

481M635-1398v3

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Page 17

 

Current
Lessor]
Sublessor/
Other

Current
Lessee]
Sublessce/

Other

Execution
Date

. Location

(County,
State)

Lease Book/
Pageor
Instrument 

Description

 

Interstate
Railroad
Company

Pigeon Creek
Processing
Corporation

8/29/01

Wise, VA

Unrecorded

Agreement between Interstate Railroad Company, Licensor, and Pigeon
Creek Processing Corporation (successor by assignment), Licensee, as
amended, assigned, surrendered, restated or otherwise modified, in whole or
in part, from time to time, including by Assignment And Modi?cation

- Agreement, dated May 26, 2009, between Interstate Railroad Company; East

Mountain Processing, LLC, Assignor, and Pigeon Creek Processing
Corporation, Assignee. 

 

Interstate
Railroad
Company

Pigeon Creek
Processing
Corporation

9/30/07

Wise, VA

Unrecorded

Siding Lease Agreement between Interstate Railroad Company (now by
agent, Norfolk Southern Corporation), Railway, and Pigeon Creek
Processing Corporation. Industry, as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

Pigeon Creek
Processing
Corporation

Commonwealth
of Virginia,
Department of
Mines, Minerals
and Energy

6/24/13

Wise, VA

Unrecorded

Consent For Right Of Entry between the Commonwealth of Virginia,
Department of Mines. Minerals and Energy, Division of Mined Land
Reclamation and U. S. Department of Interior, Of?ce of Surface Mining
Reclamation and Enforcement, Grantee, and Pigeon Creek Processing Corp,
Grantor, as amended, assigned, surrendered, restated or otherwise modi?ed,
in whole or in part, from time to time.

 

Resource Land
Company LLC


Kentucky East,
LLC

l/l7/l3

Harlan, KY

Unrecorded

Easement Agreement between Resource Land Company, LLC, Grantor, and
Kentucky East, LLC, Grantee, as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, from time to
time.

 

Old Virginia
Services, LLC

Resource Land
Company LLC
and North Fork
Coal
Corporation

1/1/14

Harlan, KY

Unrecorded

Amended and Restated Agreement for Contract Mining and Coal Preparation
Plant Operations between Black Mountain Resources LLC (now merged into
Resource Land Company LLC), Resource Land Company LLC, and North
Fork Coal Corporation (collectively Company) and Old Virginia Services
LLC, Contractor, as amended, assigned, surrendered, restated or otherwise
modi?ed, in whole or in part, from time to time.

 

 

Commonwealth
of Kentucky,
Transportation
Cabinet

 

Harlan
Reclamation
Services LLC
and Resource
Development
LLC

 

12/13/12

 

Letcher, KY

 

Unrecorded

 

Memorandum Of Agreement between Commonwealth of Kentucky,
Transportation Cabinet, The Commonwealth of Kentucky, Energy
and Environment Cabinet, Harlan Reclamation Services, LLC,
and Resource Development, LLC, (RDC), as amended, assigned,
surrendered, restated or otherwise modi?ed, in whole or in part, from time to
time.

 

 

01273200627922 4816-6635-1398v3

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Page 18

 

Current
Lessor]
Sublessorl
Other

Current
Lessee/
Sublessee/
Other

Execution
Date

Location
(County,
State)

Lease Book]
Page or
Instrument 

. Description

 

Commonwealth
of Kentucky,
Transportation
Cabinet

Harlan
Reclamation
Services LLC
and Resource
Development
LLC

12/13/12

Letcher, KY

Unrecorded

Final Settlement and Reimbursement Agreement between the
Commonwealth Of Kentucky, Transportation Cabinet (DOT), and Harlan
Reclamation Services, LLC, and Resource Development, LLC, as amended,
assigned, surrendered, restated or otherwise modi?ed, in whole or in part,
from time to time.

 

Lewis, Burney,
Jr., and
Jacqueline L.

Resource
Development
LLC

10/2/13

Harlan, KY

Unrecorded

Option Agreement between Burney Lewis, Jr. and Jacqueline L. Lewis,
husband and wife; James Boyd Lewis, unmarried; and Lynetta Lewis
Alexander, widow, Optionors, and Resource Development LLC, Optionee,
as amended, assigned, surrendered, restated or otherwise modi?ed, in whole
or in part, from time to time.

 

Resource
Development
LLC

Commonwealth
of Virginia

9/16/13

Wise, VA

Unrecorded

Right of Entry granted to Commonwealth of Virginia, Department of Mines,
Minerals and Energy, Division of Mind Land Reclamation by Resource
Development LLC (successor by merger to Nine Mile Spur, LLC), as
amended, assigned, surrendered, restated or otherwise modi?ed, in whole or
in part, from time to time.

 

Resource
Development
LLC

Virginia
Department of
Mines, Minerals
and Energy,
Division of
Mined Land
Reclamation

1/24/13

Wise, VA

Unrecorded

Consent for Right of Entry between Resource Development LLC (successm
by merger to Meadow Branch Coal, LLC), Owner, and the Commonwealth
of Virginia, Department of Mines, Minerals and Energy, Division of Mined
Land Reclamation (the "Division"), and the US. Dept. of the Interior, Of?ce

of Surface Mining Reclamation and Enforcement (the as amended,

assigned, surrendered, restated or otherwise modi?ed, in whole or in part,
from time to time.

 

 

Abba and
Company

 

Resource
Development
LLC

 

6/21/2012

 

Wise, VA

 

Unrecorded

 

Agreement between Abba and Company and Resource Development LLC
(successor by assignment and merger), as amended, assigned, surrendered,
restated or otherwise modi?ed, in whole or in part, from time to time.

 

 

01273200627922 4816-6635-1398v3

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of63

Page 19

 

Case Claim 10-1 Part 2 Firl?'d 08/07/19 Desc Attachment Page 20
of63 

Exhibitz

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 21
of63

PARTIAL LEASE SURRENDER AND
ASSIGNMENT OF SUBLEASES AND LETTER OF CREDIT

THIS PARTIAL LEASE SURRENDER AND ASSIGNMENT OF SUBLEASES
AND LETTER OF CREDIT (?Agreement") is made, entered into and effective April 1,

2016 by and between LLC, a Delaware limited liability company (?Lessor?), and

 

REVELATION ENERGY, LLC, a Kentucky limited liability company 


WHEREAS, Lessor and Revelation are. parties to that certain Amended,
Consolidated and Restated Coal Mining Lease dated July 31, 2015 (as amended,
supplemented and assigned, "Lease 8201"); and

WHEREAS, by that certain Sublease dated as of April 1, 2002, Revelation's
predecessor-in-interest, Resource Development, LLC subleased certain
coal seams in a portion of the area covered by Lease 8201 to Pinnacle Resources, LLC,
which Sublease, together with any and all ancillary agreements, amendments, and
assignments thereto are collectively referred to as the ?2002 Sublease?; and

WHEREAS, the interest of Resource as Sublessor of the 2002 Sublease has
been assigned to, and is currently held by, Revelation and the interest of Pinnacle
Resources, LLC as Sublessee of the 2002 Sublease has been assigned to, and is
currently held by A Coal Corporation, a Virginia corporation (the "Sublessee?); and

WHEREAS, by that certain Amended and Restated Sublease dated as of April
29, 2009, Resource subleased certain additional coal seams in another area covered by

Lease 8201 to Sublessee, which Amended and Restated Sublease, together with any

10207 606v6

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and all ancillary agreements, amendments, and assignments thereto are collectively
referred to as the "2009 Sublease?; and

WHEREAS, the interest of Resource as Sublessor of the 2009 Sublease has
been assigned to, and is currently held by, Revelation and Sublessee continues to be
the Sublessee of the 2009 Sublease; and

WHEREAS, the 2002 Sublease and the 2009 Sublease, together with any and all
ancillary agreements, amendments, and assignments thereto, are collectively referred
to as the ?Subleases?; and

WHEREAS, by Agreement dated April 29, 2009 between Sublessee and
Resource (the Agreement"), Sublessee agreed to deliver and maintain an
irrevocable letter of credit in the amount of $2,000,000 (said letter of credit, together
with any and all extensions, amendments, replacements and substitutions of the same
and any supplemental letter of credit being hereinafter referred to as the ?Letter of
Credit") to secure the ?Obligations? (as de?ned in the UC Agreement), which
Obligations include the performance of all covenants, conditions and obligations of
Sublessee under the Subleases, including reasonable attorneys? fees; and

WHEREAS, the terms of the UC Agreement are binding on Sublessee and
Resource and their respective successors and assigns, and in conjunction with the
assignment of the Subleases to Revelation, Revelation has succeeded to all interests of
Resource under the UC Agreement and Letter of Credit and Resource has assigned all
of Resource?s rights under the Agreement and Letter of Credit to Revelation; and

WHEREAS, upon and subject to the terms and conditions of this Agreement,

Revelation desires to surrender and release its rights, title, estates and interests under

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Lease 8201 in and to all coal located in the Low Splint seam of coal and all seems
above the Low Splint seam to the No. 14 seam of coal, within. upon or under that
certain area of land located in Letcher County, Kentucky (and a small portion in Wise
County, Virginia) as more speci?cally shown, identi?ed and designated on the map
attached hereto as ExhibitA and by this reference incorporated herein and made a part
hereof, and (ii) all coal located in the Upper Winifrede seam of coal and all seams above
the Upper Winifrede seam lying within, upon or under that certain area of land located in
Harlan County, Kentucky (and a small portion in Wise County, Virginia) as more
speci?cally shown, identi?ed and designated on the map attached hereto as Exhibit A
and by this reference incorporated herein (said coal seams within the designated areas
shown on Exhibit A being hereinafter collectively referred to as the "Released Coal?),
together with all surface rights and coal mining rights pertaining to the Released Coal
(such Released Coal, together with all surface rights and coal mining rights pertaining to
the Released Coal being herein collectively referred to as the ?Released Premises?);
and

WHEREAS, in conjunction with the surrender and release of the Released
Premises, Revelation desires to assign and transfer the Subleases, together with 
Agreement and Letter of Credit, to Lessor; and

WHEREAS, it is the intention of the parties that the assignment of the
Subleases from Revelation to Lessor shall not result in a merger of any estates of the
Lessor but rather, the parties intend and agree that the Subleases shall survive such

assignment and shall continue to be supported and secured by the UC Agreement and

Letter of Credit and that Revelation's and Resource?s interests in the UC Agreement

10207606v6' 3

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and Letter of Credit be wholly assigned and transferred to Lessor along with the
Subleases.

NOW, THEREFORE, for and in consideration of the foregoing premises. the
agreements and provisions contained herein, and for other good and valuable
consideration. the receipt and suf?ciency of which are hereby acknowledged, the parties
hereto agree as follows:

1. Revelation does hereby surrender, yield up and release unto
Lessor all of its rights, title, estate and interest currently owned and held under Lease
8201 in and to the Released Premises. limited to such Released Premises, and no
more.

2. Lessor does hereby accept Revelation?s surrender and release of
the rights. title, estate and interest in and to the Released Premises; provided however.
such surrender and release shall not work to release Revelation, its successors and
assigns, from any liability to Lessor arising out of or related toany activities or
obligations of Revelation pertaining to the Released Premises which arose or occurred
prior to the date hereof and grovided further that neither Revelation's surrender and
release of the rights, title, estate and interest in and to the Released Premises, nor the
assignment of the Subleases from Revelation to Lessor shall result in a termination of
the Subleases or a merger of any estate under the Subleases with any other estates of
the Lessor, but rather the Subleases shall survive such assignment.

3. Revelation hereby assigns. transfers and sets over unto the Lessor
all of its right, title, interest, duties and obligations in, to and under the Subleases, the

UC Agreement and the Letter of Credit, including. without limitation, any and all unpaid

102mm 4

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royalties, prepaid royalties, escrowed royalties, and un-recouped minimum royalties
under the Subleases and all beneficial rights under the UC Agreement and Letter of
Credit and all rights to draw upon the Letter of Credit. The assignment of the Subleases
as set forth herein is subject to the performance by the Lessor, as to the Released Coal
only, of the obligation, if any, provided in that certain Transaction Agreement dated
effective July 31, 2015 by and between Resource et al. and Revelation (the ?Resource
Agreement"). to pay Resource, et al. a payment equal to one percent of the Gross
Selling Price (as de?ned in Lease 8201) of Released Coal mined after April 1, 2016 for
which Lessor actually receives its full tonnage royalty payment (the Payment?). In
the event of any default by the Lessor in the performance of the payment of any amount
due under this paragraph 3, which default is not cured within twenty (20) days after the
delivery by Revelation to the Lessor of written notice thereof, Revelation shall have the
option (in its sole discretion) to pay such amounts to Resource et al. or to their
successors and assigns, as the case may be, and recover the sum due from Lessor
plus interest at the rate provided in Lease 8201. Lessor shall be entitled to receive and
retain any unpaid royalties owed to Revelation and obtained by Lessor with respect to
the Released Premises pertaining to mining prior to April 1. 2016. With respect to coal
mined from the Released Premises between July 31, 2015 and April'1, 2016 only,
Lessor agrees to pay Revelation 0.5% of the Gross Selling Price (as de?ned in Leasa
8201) from tonnage royalties actually received by Lessor for coal mined from the
Released Premises between July 31. 2015 and April 1, 2016. Any disputes as to this

amount shall be subject to arbitration as provided in Lease 8201. At Lessor?s request,

Revelation shall cooperate with Lessor in taking steps necessary to cause the obligation

10207606v6 5

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to pay the 1% Payment with respect to the Released Coal arising from mining after April
1, 2016 to become a direct obligation between Resource et al, its successors and
assigns, and Lessor.

4. Lessor hereby assumes all of the Revelation?s right, title, interest,
duties and obligations in, to and under the Subleases arising after the date of this
Agreement and agrees to be bound by all of the terms and conditions of the Subleases
from and after the date of this Agreement, and to pay, perform and discharge, all duties
and obligations of Revelation under the Subleases arising after the date of this
Agreement; provided, however, that Lessor shall not assume nor be liable in any way
for any liabilities or obligations that arose prior to the date of this Agreement or that
arise from any breach or default by Revelation or Resource on or prior to the date of this
Agreement.

5. in further consideration of the transactions under this Agreement: 
Lessor agrees to credit against Revelation?s ?Annual De?ciency Minimum
Royalty?/quarterly royalty deficiency due under Lease 8201, a tonnage royalty in the
amount of the greater. of 7.5% of the ?Gross Selling Price? (as de?ned in Lease 8201) or
$2.75 per ton of coal, for the coal mined. by Sublessee or its successors from the
Released Premises under the Subleases or any replacement of the Subleases entered
into between Lessor and Sublessee With respect to the Released Premises (a
?Replacement Lease?), upon which Sublessee has paid Lessor the tonnage royalty due
under the Subleases or any Replacement Lease, and (ii) Lessor agrees to credit against
Revelation's ?Transaction Payment" due under Lease 8201, an amount equal to 1% of

the ?Gross Selling Price? (as de?ned in the Lease 8201) for the coal mined by

10207606v6 6

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Sublessee or its successors from the Released Premises under the Subleases or any
Replacement Lease upon which Sublessee has paid Lessor the tonnage royalty due
under the Subleases or any Replacement Lease.

6. in further consideration of the transactions contemplated under this
Agreement, Revelation has assigned, transferred and set over to Lessor all rights of
Revelation and Resource in and to the UC Agreement and Letter of Credit. Revelation
shall deliver the original Letter of Credit to Lessor upon execution of this Agreement and
shall execute such additional and further assignment, transfer and other documents as
Lessor may request to effectuate, document and/or evidence the assignment of the
Letter of Credit and UC Agreement and all rights thereunder (including all rights
originally held by Resource) to Lessor.

7. Revelation represents and warrants to the Lessor that the following
are true and correct as of the date hereof.

A true and complete copy of each of the Subleases,
including all amendments thereto, has heretofore been provided to Lessor, and the
Subleases have not been materially amended, modified, assigned or subleased.

Revelation has provided Lessor with an accurate and
complete list of all prepaid royalties, escrowed royalties, and un-recouped minimum
royalties available to Sublessee under each of the Subleases.

(0) Each of the Subleases is valid, binding and enforceable in
accordance with its terms and is in full force and effect. The leasehold estate created
by each of the Subleases is free and clear of all encumbrances created by, though or

under Revelation or Resource or any af?liate of Revelation or Resource.

1020760816 7

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Except as has been disclosed to Lessor in writing, there are
no defaults, breaches or violations by Revelation or Resource under any of the
Subleases and to Seller's knowledge no event has occurred that (whether with or

without notice, lapse of time or the happening or occurrence of any other event) would
constitute a default, breach or violation by Revelation or Resource under any of the
Subleases. To the knowledge of Revelation, there are no defaults by any other party or
to Seller?s knowledge any events, which with notice, the passage of time or both, would
constitute such a default, breach or violation by any other party under any of the
Subleases. Other than for non-payment of past due royalties, to the knowledge of
Revelation, there are no existing disputes between Revelation or Resource and any
other party to any of the Subleases or, to Revelation?s knowledge, any party having
rights under or with respect to the Subleases.

Revelation and Resource have othenNise complied in all
material respects with the Subleases, and Revelation has not otherwise subleased,
assigned or otherwise granted to any person the right to use or occupy the Released
Premises or any portion thereof.

There are no outstanding options or rightsof first refusal to
purchase or sublease any of Revelation?s interest in the Subleases or any interest
therein.

(9) The Letter of Credit remains validly issued and outstanding
and Resource has assigned all of its rights and interests in, to and under the Letter of

Credit and UC Agreement, including the right to draw upon the Letter of Credit, to

Revelation. Revelation is the owner of the beneficial interests in and to the Letter of

10207606v6 8

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Credit and UC Agreement. Revelation has not received any oral or written
communication from Resource or the issuer of the Letter of Credit asserting the
invalidity or termination of the Letter of Credit or Revelation's ability to receive the
assignment of the Letter of Credit or LIC Agreement from Resource, or Revelation?s
ability to further assign the Letter of Credit or Agreement to Lessor.

Revelation has not received any written communication,
whether from a governmental authority, citizens group, employee or othenrvise, that
alleges that Revelation, Sublessee or the Released Premises is not in material
compliance with any Environmental Laws (hereafter de?ned), except for such written
communications that have been resolved in all respects.

8. For purposes of this Agreement, "Environmental Laws" means any
laws that require or relate to: (A) advising appropriate governmental authorities.
employees or the public of intended or actual releases of Hazardous Materials,
violations of discharge limits or other prohibitions or of the commencements of activities.
such as resource extraction or construction, that could have signi?cant impact on the
Environment; (B) preventing or reducing to acceptable levels the release of Hazardous
Materials into the Environment; (C) reducing the quantities. preventing the release or
minimizing the hazardous characteristics of wastes that are generated; (D) protecting
the Environment, natural resources, species or the restoration of the Environment or
natural resources; (E) reducing to acceptable levels the risks inherent in the
transportation of Hazardous Materials or other potentially harmful substances; (F)
cleaning up Hazardous Materials that have been released, preventing the threat of

release or paying the costs of such clean up or prevention; or (G) making responsible

102mm 9

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 30
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parties pay private parties, or groups of them, for damages done to their health or the
Environment, or permitting self-appointed representatives of the public interest to
recover for injuries done to public assets. ?Environmental Laws" shall include, without
limitation, CERCLA or any successor laws, the Resource Conservation and Recovery
Act, as amended 42 U.S.C. 6901 et seq. or any sucCessor laws and the
Surface Mining Control and Reclamation Act or any successor laws; the
Toxic Substances Control Act, 15 U.S.C. ??2601, et seq. the Safe Drinking
Water Act, 42 U.S.C. ??300g, et seq., the Clean Water Act, 33 U.S.C. ??1251, et seq.,
the Hazardous Materials Transportation Act, 49 U.S.C. ??1801, et seq., the Clean Air
Act, 42 U.S.C. ??7401 et seq., the Endangered Species Act, 16 U.S.C. ??1501 et seq.;
all similar state laws; and shall further include all applicable laws relating to pollution or
protection of human health or the Environment, relating to emissions, discharges,
releases or threatened releases of Hazardous Materials, or otherwise relating to the
manufacture, processing, distribution, use, treatment. storage, disposal, transport or
handling of Hazardous Materials.

9. Lessor and Revelation stipulate and agree that Lease 8201, as
previously amended and now modi?ed by the surrender and release of the Released
Premises pursuant to this Agreement, is and shall remain in full force and effect.

10. This Agreement shall not be amended, modi?ed or altered, in whole
or in part, except by written agreement between the Parties hereto.

11. This Agreement shall be binding upon. and shall inure to the benefit

of. the parties hereto and each of their respective successors and assigns.

 

10207606v6 10

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12. This Agreement shall be governed by and construed according to
the laws of the Commonwealth of Kentucky.

13. At Revelation?s sole cost and expense, Revelation shall 
execute and deliver, or cause to be executed and delivered by Revelation and/or

Resource, all such documents, agreements and instruments Lessor may require to fully

and effectively transfer and assign the UC Agreement, Letter of Credit and the right to
draw on the Letter of Credit to Lessor. Revelation shall further execute and deliver, or
cause to be executed and delivered all such other documents, agreements and
instruments as Lessor may reasonably request to further evidence or otherwise
consummate or further the transactions contemplated by this Agreement or to correct
any omissions or errors in the assignments and other documents contemplated by this
Agreement, or to make any recordings, file any notices, or obtain any consents, as may
be necessary or appropriate in connection with this Agreement.

14. This Agreement may be executed in one or more counterparts
(including by means of tele copied or electronic signature pages) and all such
counterparts taken together shall constitute one and the same agreement.

15. Lessor and Lessee agree that upon request by either party, a short
form of this Agreement Lease shall be executed and recorded in lieu of recording this

Agreement.

10207606v6 1

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.

ACIN LLC,
a Delaware limited liability company

By: NRP LLC,

 

    



roe President and Chief En ineer

 

REVELATION ENERGY. LLC,
a Kentucky limited liability company

 

 

10207606v6 12

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 33

of63
STATE OF WEST VIRGINIA 
. ss.:
COUNTY OF LOGWV 

 

The foregoing instrument was acknowledged before me this day of
IAIN .1 2016, by Git/lion. Col 
as?ll am? a, of NRP (Operating) LLC, the 5180!; Operating Member of
ACIN, LLC a Delaware limited liability company, on behalf of the limited liability

 

company.

My Commission Expires: QC: l?i



OFFICIAL SEAL ?hxb .ijklfaltr

STATE OF WEST VIRGINIA 
I, uomav puauc Notary PublIc
Vera Gartln
PO Box 339
Whitman. WV 25652
MyGom mission Expires Aug. 5. acts


 



STATE OF 2 

 

ss.:
COUNTY OF (252.13!) 

The foregoing instrument was acknowledged before me this i day of'

. 2016, 
as mg; 12f of Revelation Energy. 0, a Kentucky limited liability

company, on behalf of the limited liability company.

 

My Commission Expires: 20/9


Ngj?y Public
[Notarial Seal]

 

 

 

 

10207606v6 1 3

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 4w?. 
3; 

         
 
 

.

 

 

   

Ea?

Natural Resource Partners

 

 

 

Exhibit A
Lease 8201
Map to accompany
First Partial Lease Surrender Agreement
Effective: April 1 . 2016
By and Between
ACIN LLC
and

 

r? Revelation Energy. LLC
Harlan-Letcher Counties. KY Wise County. VA
March 2016 3.000'

 

.- ?1 Legend

4 Law 
WGWWIIMQWW



 

 

 

 

 

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 35
of63

ASSIGNMENT OF AGREEMENT

THIS ASSIGNMENT OF AGREEMENT (the ??Assignment?) is made and entered
into this 24th dayof May, 2019 by and among Resource Development LLC, a Virginia
limited liability company; Resource Land Company, LLC, a Virginia limited liability
company; Pigeon Creek Precessing Corporation, a Virginia corporation; Harlan
Reclamation Services LLC, a Virginia limited liability company, and North Fork Coal
Corporation, a Virginia corporation, hereinafter collectively referred to as ?Assignors?,
party of the ?rst part, and Lexington Coal Royalty Company, LLC, a Delaware limited
liability company, hereinafter referred to as ?Assignee?, party of the second part.

WHEREAS, pursuant to that certain Transaction Agreement effective July 31,
2015 (?Transaction Agreement?), between Assignors as ?Seller" and Revelation Energy,
LLC, a Kentucky limited liability company as ?Buyer", a copy of which is
attached hereto'as Exhibit 1 for reference purposes, Buyer is obligated to pay unto
Assignors certain royalty payments as set forth therein; and

WHEREAS, any capitalized term used herein, unless de?ned herein, shall have
the meaning assigned to it in the Transaction Agreement; and

WHEREAS, the Transaction Agreement was amended by an amendment of even
date herewith (the ?Amendment?); and

WHEREAS, Assignors and Assignee desire to enter into this Assignment whereby
Assignors will assign to Assignee the Transaction Agreement as amended by the
Amendment and all rights to receive payments of Royalty (as that term is de?ned in the
Transaction Agreement) thereunder, as set forth herein.

WITNESSETH:

That for and in consideration of the mutual bene?ts and covenants set forth herein,
Assignors and Assignee do hereby agree as follows:

1. Effective as ofthe date of this Assignment, Assignors do hereby transfer, convey,
assign, delegate, novate and set over unto Assignee, its successors and assigns,
all of Assignors' right, title, and interest in, to and under the Transaction
Agreement. The execution of this Assignment shall affect a novation such that
Assignors shall cease to be parties to the Transaction Agreement and shall have
no rights, obligations or liabilities of any kind thereunder, and the parties to the
Transaction Agreement shall be Revelation and Assignee. Other than Revelation
and Assignee, no other party shall have any rights, obligations or liabilities of any
kind under the Transaction Agreement.

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 36
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2. As further consideration for entering into this Assignment, Assignors and
Revelation, the ?Buyer? under the Transaction Agreement and an af?liate of
Assignee, together with Lexington Coal Company, LLC 3 Delaware limited
liability company, are executing that certain Settlement Agreement and Mutual
General Release of even date herewith (the ?Settlement Agreement?). Assignors,
Revelation and LCC agreed to assignment of the Transaction Agreement as
provided for herein in connection with signing the Settlement Agreement and
Revelation and LCC designated Assignee as the entity to which the Transaction
Agreement should be assigned.

3. This Assignment shall be binding upon Assignors and Assignee and their
respective successors and assigns.

[remainder of page intentionally left blank]

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 37
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IN WITNESS WHEREOF, Assignors and Assignee have executed. this
Assignment by members, managers or of?cers who are duly authorized.

Assignors: Assignee:

RESOURCE DEVELOPMENT LLC LEXINGTON COAL ROYALTY
COMPANY, LLC

Byi?w/g?w

Its: Its: 4675? 

RESOURCE LAND COMPANY LLC

By:
Its:

 

 

PIGEON CREEK PROCESSING CORPORATION

By:
Its:

 

 

HARLAN RECLAMATION SERVICES LLC

By:
Its:

 

 

NORTH FORK COAL CORPORATION

By:
Its:

 

 

 

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 . Desc?lAtjtachment P'age'38?

1- of63 

Wheelage fees pursuant to Section 2 of the Transaction Agr?eeme'nt are estimated at $795,000.00.

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 39
of63

Summary of Override Royalties
LEXINGTON ROYALTY CO.

 

Month 1% GSP 15% over $70
Aug-15 49,120.41
Sep?15 67,746.28
Oct-15 69,646.66
Nov-15 52,625.31
Dec-15 59,882.38
Jan-16 59,661.86
Feb-16 57,473.55
Mar-16 50,610.56
Apr-16 52,791.00

May-16 49,483.85
Jun-16 49,358.12
Jul-16 42,310.54
Aug?16 44,816.79
Sep-16 68,801.51
Oct-16 82,176.90
NOV-16 68,310.80
Dec-16 5 64,807.24
Jan-17 714,920.68
Feb-17 544,722.51
Mar-17 773,398.70
Apr-17 440,766.78
May-17 450,445.62
Jun-17 352,074.39
Jul-17 189,524.32
4,455,476.77

 

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 40

 

of63
Triple Real Estate, LLC
Royalty Statement

August 2015

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 13,733.23 13,733.23 49.33 1% GSP 15% over $70 0.49 6,774.60
D8 - Cloverlick 4,944.68 4,944.68 54.55 1% GSP 15% over $70 0.55 2,697.32
D9 - North Fork #6 40,552.86 40,552.86 52.27 1% GSP 15% over $70 0.52 21,196.98
Coal Corp. Sublease 7,335.55 7,335.55 47.49 1% GSP 15% over $70 0.47 3,483.65
517 - Cumberland 43,284.72 43,284.72 34.58 1% GSP 15% over $70 0.35 14,967.86

49,120.41

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 41

 

of63
Triple Real Estate, LLC 
Royalty Statement

September 2015

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 22,388.67 22,388.67 48.98 1% GSP 15% over $70 0.49 10,965.97
D8 - Cloverlick 36,225.50 36,225.50 38.39 1% GSP 15% over $70 0.38 13,906.97
09 - North Fork #6 44,972.15 44,972.15 40.90 1% GSP 15% over $70 0.41 18,393.61
Coal Corp. Sublease 3,124.95 3,124.95 44.18 1% GSP 15% over $70 0.44 1,380.60
517 - Cumberland 58,081.79 58,081.79 39.77 1% GSP 15% over $70 0.40 23,099.13

67,746.28

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 42

 

of63
Triple Real Estate, LLC
Royalty Statement
October 2015
Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 22,545.50 22,545.50 48.95 1% GSP 15% over $70 0.49 11,036.02
D8 - Cloverlick 50,506.70 50,506.70 39.16 1% GSP 15% over $70 0.39 19,778.42
09 - North Fork #6 44,027.58 44,027.58 47.58 1% GSP4 15% over $70 0.48 20,948.32
Coal Corp. Sublease 2,381.76 2,381.76 41.35 1% GSP 15% over $70 0.41 984.86
517 - Cumberland 43,341.97 43,341.97 38.99 1% GSP 15% over $70 0.39 16,899.03
69,646.66

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 43

 

of63
Triple Real Estate, LLC
Royalty Statement

November 2015

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 16,486.12 16,486.12 5 35.56 1% GSP 15% over $70 0.36 5 5,862.46
08 - Cloverlick 35,960.24 35,960.24 36.36 1% GSP 15% over $70 0.36 13,075.14
D9 - North Fork #6 44,558.98 44,558.98 33.17 1% GSP 15% over $70 0.33 14,780.21
$17 - Cumberland 48,000.73 48,000.73 39.39 1% GSP 15% Over $70 0.39 18,907.49

52,625.31

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 44

 

of63
Triple Real Estate, LLC
Royalty Statement

December 2015

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 3,207.61 3,207.61 35.56 1% GSP 15% over $70 0.36 1,140.63
08 - Cloverlick 44,473.15 44,473.15 44.01 1% GSP 15% over $70 0.44 19,572.63
09 - North Fork #6 48,719.20 48,719.20 37.31 1% GSP 15% over $70 0.37 18,177.13
Coal Corp. Sublease 1,330.69 1,330.69 34.88 1% GSP 15% over $70 0.35 464.14
S17 - Cumberland 58,852.76 58,852.76 34.88 1% GSP 15% over $70 0.35 20,527.84

59,882.38

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 45

 

of63
Triple Real Estate, LLC
Royalty Statement

January 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka - - - 1% GSP 15% over $70 - -
D8 - Cloverlick 46,854.07 46,854.07 42.69 1% GSP 15% over $70 0.43 20,002.00
D9 - North Fork #6 35,921.65 35,921.65 42.62 1% GSP 15% over $70 0.43 15,309.81
Coal Corp. Sublease 10,447.17 10,447.17 43.77 1% GSP 15% over $70 0.44 4,572.73
517 - Cumberland 43,716.46 43,716.46 45.24 1% GSP 15% over $70 0.45 19,777.33

59,661.86

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 46

 

of63
Ttiple Real Estate, LLC
Royalty Statement
February 2016
Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka - - - 1% GSP 15% over $70 - -
D8 - Cloverlick 43,179.32 43,179.32 44.64 1% GSP 15% over $70 0.45 19,275.25
D9 - North Fork #6 35,122.78 35,122.78 43.01 1% GSP 15% over $70 0.43 15,106.31
Coal Corp. Sublease 7,183.00 7,183.00 45.72 1% GSP 15% over $70 0.46 3,284.07
517 - Cumberland 43,716.46 43,716.46 45.31 1% GSP 15% over $70 0.45 19,807.93
57,473.55

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 47

 

 

of63
Triple Real Estate, LLC
Royalty Statement

March 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

07 - Osaka - - - 1% GSP 15% over $70 - -
08 - Cloverlick 30,454.51 30,454.51 44.27 1% GSP 15% over $70 0.44 13,482.21
09 - North Fork #6 39,044.40 39,044.40 5 38.44 1% GSP 15% over 570 0.38 15,008.67
Coal Corp. Sublease 15,584.40 15,584.40 5 45.25 1% GSP 15% over $70 0.45 7,053.50
517 - Cumberland 38,209.95 38,209.95 39.43 1% GSP 15% over 570 0.39 15,066.18

5 50,610.56

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 48

 

of63
Triple Real Estate, LLC
Royalty Statement

April 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka - - - 1% GSP 15% over $70 - -
D8 - Cloverlick 50,621.82 50,621.82 45.56 1% GSP 15% over 570 0.46 23,063.30
D9 - North Fork #6 37,282.61 37,282.61 38.31 1% GSP 15% over $70 0.38 14,282.97
S17 - Cumberland 39,836.82 39,836.82 38.77 1% GSP 15% over $70 0.39 15,444.74

52,791.00

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 49

 

of63
Triple Real Estate, LLC
Royalty Statement
May 2016
Tonnage Royalty:
Mine Ptoduced Sold GSP Rate Net Payment
D7 - Osaka - - - 1% GSP 15% over $70 - -
D8 - Cloverlick 44,545.53 44,545.53 41.01 1% GSP 15% over $70 0.41 18,268.12
D9 - North Fork #6 30,077.14 30,077.14 41.77 1% GSP 15% over $70 0.42 12,563.22
S17 - Cumberland 49,568.18 49,568.18 37.63 1% GSP 15% over $70 0.38 18,652.51

49,483.85

Case 3:19-bk-30292 Claim lO-l Part 2 Filed 08/07/19 Desc Attachment Page 50

 

of63
Triple Real Estate, LLC
Royalty Statement

June 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka - - - 1% GSP 15% over $70 - -
D8 - Cloverlick 48,901.86 48,901.86 42.03 1% GSP 15% over $70 0.42 20,553.45
D9 - North Fork #6 25,309.75 25,309.75 41.92 1% GSP 15% over $70 0.42 10,609.85
D10 - Dorchester 1564.11 1564.11 5 44.55 1% GSP 15% over $70 0.45 696.81
517 - Cumberland 43,646.83 43,646.83 40.09 1% GSP 15% over 570 0.40 17,498.01

49,358.12

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 51

 

of63
Ttiple Real Estate, LLC
Royalty Statement

July 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka - - - 1% GSP 15% over $70 - -
08 - Cloverlick 47,196.30 47,196.30 35.96 1% GSP 15% over $70 0.36 16,971.79
D9 - North Fork #6 12,883.07 12,883.07 36.51 1% GSP 15% over $70 0.37 4,703.61
010 - Dorchester 18,276.74 18,276.74 39.13 1% GSP 15% over $70 0.39 7,151.69
S17 - Cumberland 39,253.13 39,253.13 34.35 1% GSP 15% over $70 0.34 13,483.45

5 42,310.54

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 52

 

of63
Triple Real Estate, LLC
Royalty Statement
August 2016
Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 16,576.76 16,576.76 38.94 1% GSP 15% over $70 0.39 6,454.99
D8 - Cloverlick 47,291.98 47,291.98 35.96 1% GSP 15% over $70 0.36 17,006.20
D9 - North Fork #6 - - 36.51 1% GSP 15% over $70 0.50 -
D10 - Dorchester - - 39.13 1% GSP 15% over $70 0.50 -
$17 - Cumberland 67,924.96 67,924.96 31.44 1% GSP 15% over $70 0.31 21,355.61

44,816.79

 

 

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 53

 

 

of63
Triple Real Estate, LLC
Royalty Statement

September 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 32,433.20 32,433.20 61.55 1% GSP 15% over $70 0.62 19,962.63
D8 - Cloverlick 53,351.63 53,351.63 53.65 1% GSP 15% over $70 0.54 28,623.15
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester - - 1% GSP 15% over 570 -
011 - Panther 16,316.61 16,316.61 38.17 1% GSP 15% over $70 0.38 6,228.05
S17 - Cumberland 29,122.61 29,122.61 31.71 1% GSP 15% over $70 0.32 5 9,234.78
529 - Cave Branch 12,647.40 12,647.40 37.58 1% GSP 15% over 570 0.38 4,752.89

5 68,801.51

 

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment Page 54

 

of63
Triple Real Estate, LLC
Royalty Statement

October 2016

Tonnage Royalty:
Mine Produced Sold GSP Rate Net Payment

D7 - Osaka 37,727.81 37,727.81 5 65.50 1% GSP 15% over $70 0.66 24,711.72
08 - Cloverlick 48,800.17 48,800.17 64.44 1% GSP 15% over $70 0.64 31,446.83
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester - - - 1% GSP 15% over $70 5 - -
011 - Panther 18,214.51 18,214.51 66.05 1% GSP 15% over $70 0.66 12,030.68
$17 - Cumberland 29,122.61 29,122.61 5 31.71 1% GSP 15% over $70 0.32 9,234.78
529 - Cave Branch 12,647.40 12,647.40 37.58 1% GSP 15% over $70 0.38 4,752.89

5 82,176.90

 

Royalty Statement
a) November 2016
C)
as
0.
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 21,629.17 21,629.17 65.86 1% GSP 15% over $70 0.66 14,244.97
D8 Cloverlick 44,137.62 44,137.62 54.47 1% GSP 15% over $70 0.54 24,041.76
09 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester - - - 1% GSP 15% over $70 - -
011 - Panther 16,038.08 16,038.08 5 66.41 1% GSP 15% over $70 0.66 10,650.89
00
?a
$17 - Cumberland 20,837.57 20,837.57 33.61 1% GSP 15% over $70 0.34 7,003.51
S29 - Cave Branch 32,603.25 32,603.25 37.94 1% GSP 15% over $70 0.38 12,369.67
68,310.80

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Page 56

of63

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

 

December 2016
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 16,854.35 16,854.35 66.89 1% GSP 15% over $70 0.67 11,273.87
08 - Cloverlick 37,340.72 37,340.72 68.69 1% GSP 15% over $70 0.69 25,649.34
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester - - - 1% GSP 15% over $70 -
D11 - Panther 16,251.18 16,251.18 67.44 1% GSP 15% over $70 0.67 10,959.80
$17 - Cumberland 16,410.10 16,410.10 32.19 1% GSP 15% over $70 0.32 5,282.41
529 - Cave Branch 28,401.61 28,401.61 40.99 1% GSP 15% over $70 0.41 11,641.82
64,807.24

Page 57

of63

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

 

January 2017
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 34,061.88 34,061.88 113.13 1% GSP 15% over $70 7.60 258,897.54
D8 - Cloverlick 43,585.20 43,585.20 5 98.78 1% GSP 15% over $70 5.30 231,210.77
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester 19,978.03 19,978.03 111.65 1% GSP 15% over $70 7.36 147,118.21
D11 - Panther 17,616.27 17,616.27 86.92 1% GSP 15% over $70 3.41 60,022.16
$17 - Cumberland 33,068.41 33,068.41 44.28 1% GSP 15% over $70 0.44 14,642.69
$29 - Cave Branch 6,132.21 6,132.21 49.40 1% GSP 15% over $70 0.49 3,029.31
714,920.68

Page 58

of63

Case Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

 

February 2017
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 36,867.41 36,867.41 94.17 1% GSP 15% over $70 4.57 168,380.83
D8 - Cloverlick 43,585.20 43,585.20 95.48 1% GSP 15% over $70 4.78 208,197.78
09 - North Fork #6 - - - 1% GSP 15% over $70 - -
- Dorchester 14,411.20 14,411.20 93.07 1% GSP 15% over $70 4.39 63,282.46
D11 - Panther 17,543.48 17,543.48 94.38 1% GSP 15% over $70 4.60 80,714.04
$17 - Cumberland 21,382.50 21,382.50 40.19 1% GSP 15% over $70 . 0.40 8,593.63
529 - Cave Branch 28,712.87 28,712.87 5 54.17 1% GSP 15% over $70 0.54 15,553.76
544,722.51

Page 59

of63

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

March 2017
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 47,741.78 47,741.78 98.04 1% GSP 15% over $70 5.19 247,607.97
D8 - Cloverlick 43,585.20 43,585.20 98.21 1% GSP 15% over $70 5.21 227,235.80
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester 32,665.44 32,665.44 96.56 1% GSP 15% over $70 4.95 161,680.86
D11 - Panther 20,377.25 20,377.25 98.59 1% GSP 15% over $70 5.27 107,477.77
$17 - Cumberland 38,180.86 38,180.86 36.51 1% GSP 15% over $70 0.37 13,939.83
529 - Cave Branch 33,549.98 33,549.98 5 46.07 1% GSP 15% over $70 0.46 15,456.48

 

773,398.70

Page 60

of63

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

April 2017
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 33,388.96 33,388.96 90.29 1% GSP 15% over $70 3.95 131,766.19
D8 - Cloverlick 43,585.20 43,585.20 91.32 1% GSP 15% over $70 4.11 179,187.47
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester 13,669.37 13,669.37 88.81 1% GSP 15% over $70 3.71 50,707.89
D11 - Panther 13,467.33 13,467.33 5 90.84 1% GSP 15% over $70 4.03 54,332.60
$17 - Cumberland 29,354.23 29,354.23 34.00 1% GSP 15% over $70 0.34 9,980.44
529 - Cave Branch 33,549.98 33,549.98 44.09 1% GSP 15% over $70 0.44 14,792.19

 

440,766.78

Page 61

of63

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

May 2017
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 25,097.48 25,097.48 90.42 1% GSP 15% over $70 3.97 99,566.72
08 - Cloverlick 43,585.20 43,585.20 90.37 1% GSP 15% over $70 3.96 172,562.52
D9 - North Fork #6 - - - 1% GSP 15% over $70 - -
D10 - Dorchester 11,986.79 11,986.79 88.94 1% GSP 15% over $70 3.73 44,715.52
- Panther 25,835.05 25,835.05 90.97 1% GSP 15% over $70 4.06 104,766.29
$17 - Cumberland 42,022.84 42,022.84 35.15 1% GSP 15% over $70 0.35 14,771.03
$29 - Cave Branch 31,717.47 31,717.47 44.34 1% GSP 15% over $70 0.44 14,063.53

 

450,445.62

Royalty Statement

 

June 2017
?3
cu
C)
as
0.
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 26,348.34 26,348.34 85.43 1% GSP 15% over $70 3.17 83,492.62
08 - Cloverlick 43,585.20 43,585.20 85.42 1% GSP 15% over $70 3.17 138,043.05
D9 - North Fork #6 - - 1% GSP 15% over $70 - -
D10 - Dorchester 14,232.97 14,232.97 83.95 1% GSP 15% over $70 2.93 41,731.07
011 - Panther 20,109.53 20,109.53 85.98 1% GSP 15% over $70 3.26 65,492.72
00
?a
$17 - Cumberland 14,742.18 14,742.18 5 32.79 1% GSP 15% over $70 5 0.33 5 4,833.96
529 - Cave Branch 38,042.35 38,042.35 5 48.58 1% GSP 15% over $70 0.49 18,480.97

 

352,074.39

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment

Royalty Statement

 

or) July 2017
?3
cu
U)
as
0.
Mine Produced Sold GSP Rate Net Payment
D7 - Osaka 18,554.68 18,554.68 77.56 1% GSP 15% over $70 1.91 35,432.02
08 - Cloverlick 43,585.20 43,585.20 79.04 1% GSP 15% over $70 2.15 93,551.27
09 North Fork #6 - - - 1% GSP 15% over $70 - -
010 - Dorchester 13,241.84 13,241.84 76.08 1% GSP 15% over $70 1.67 22,150.95
011 - Panther 14,018.20 14,018.20 78.11 1% GSP 15% over $70 2.00 28,002.76
8
517 - Cumberland - - 1% GSP or $0.50 PT 0.37 -
$29 - Cave Branch 22,996.06 22,996.06 45.17 1% GSP or $0.50 PT 0.45 10,387.32

 

189,524.32

Case 3:19-bk-30292 Claim 10-1 Part 2 Filed 08/07/19 Desc Attachment