Assets of Coal Mining Business

Sale of Assets of the Dennis Ray Johnson, II and Southern Marine Terminal, LLC coal mining operations known as the Stonecoal mine in Wayne County, West Virginia, the Snap Branch mine in Logan, West Virginia, and the Ivel prep plant in Floyd County, Kentucky, includes:

• The permits listed on Schedule 2.1(a) (the “Permits”);
• All rights and interests of the Seller in, to and under the leases and leasehold estates, licenses, mining rights, subsidence rights, easements, rights-of-way, options,
• consents, waivers or other rights or interests in and to real property, or the coal or other minerals therein and thereunder, or access thereto or the right to mine, remove and transport same, that are held by the Sellers (including any required consents to Buyer’s assumpetion and Seller’s assignments by the lessors thereof), including those listed on Schedule 2.1(b) (collectively, the “Leases”) including all recoupment balances;
• Any and all rights and interests of the Sellers in, to and under the contracts listed on Schedule 2.1(c) (including any required consents to the Buyer’s assumption there by the
• counterparties to such contracts) (“Contracts”); d) the fee simple real property including, without limitation surface and underground property, coal and any substances necessarily produced in association with such coal, and all other minerals, including oil, gas, coalbed methane and other hydrocarbons, if any, owned by the Sellers, together with all rights, easements and privileges appurtenant thereto or associated therewith more particularly described on Schedule 2.1(d) and any easements related to same (the “Real Property”);
• All the coal inventory owned or controlled by a Seller on the date of this Agreement, including without limitation the inventory described in Schedule 2.1(e) (“Coal Inventory”)
• All Improvements, furniture, fixtures, equipment, parts, machinery, tools, vehicles, inventory, supplies, computers (including hardware and software), telephones and other
• tangible property and supplies identified on Schedule 2.1(f) (the "Equipment");
• All prepaid royalties and advance payments under the Purchased Leases and, to the extent that a benefit to Sellers exists, Prime Leases, and all prepaid expenses;
• All of Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any equipment conveyed herein;

The Sale Assets are more described on the attached PDF.