Coal Mining Company in Ohio

Sale of substantially all of assets of the Murray Energy Holdings Co., et al., including all of the company’s right, title and interest in and to the following assets and properties, in each case that are owned, held or used in or related to the Business (as defined below):

• The Assumed Contracts;
• The infrastructure, equipment, machinery, furnishings, vehicles, aircraft, boats, vessels, rail cars, fixed assets and other tangible assets (including all mobile mining equipment, parts, supplies, tires and components) used in the Business (as defined below), in each case, to the extent that the underlying contract (if applicable) is an Assumed Contract;
• All coal reserves, whether leased (to the extent the underlying lease is an Assumed Contract) or owned;
• All coal inventory;
• All gas inventory and reserves, whether leased (to the extent the underlying lease is an Assumed Contract) or owned;
• The water treatment facilities and operating wells;
• Interests in and to leased or owned real property, including improvements, easements, mineral rights, mining rights, water rights, timber rights, subsidence rights and gas drilling rights; provided that in the case of leased real property such interests shall be Purchased Assets only to the extent the related lease is an Assumed Contract;
• Transferable or assignable permits;
• Intellectual property, software and technology;
• Expenses and deposits that have been prepaid by the Company and cash collateral securing letters of credit relating to the Business and issued on behalf of the Company;
• Accounts and other receivables;
• All rights of the Sellers to use haul roads, utility easements and other rights of way and easements;
• All insurance proceeds, reserves, benefits or claims of any Seller under the applicable insurance policies to the extent relating to the Assumed Liabilities, the Purchased Assets or the Business (collectively, the “Insurance Proceeds and Claims”);
• All goodwill;
• All demands, reimbursements and rights of whatever nature, to the extent related to the Purchased Assets or any Assumed Liability (as defined below), including rights under and pursuant to all warranties, representations, indemnities, licenses and guarantees made by suppliers of products, materials or equipment or components thereof, or arising from the breach by third parties of their obligations under the Assumed Contracts (as defined below);
• All rights of Sellers (and their affiliates) under non-disclosure, or confidentiality, non-compete or non-solicitation agreements;
• Books and records, including tax returns and other tax records that relate primarily to the Business or Purchased Assets;
• Tax refunds, credits or other benefits with respect to or related to taxes attributable to (i) (x) the Purchased Assets for a post-closing tax period and (y) taxes that are Assumed Liabilities and (ii) the Purchased Assets to the extent such taxes are paid by Purchaser;
• All of the Company’s rights to commence and pursue any and all claims and causes of action related to the Business, including any claims and causes of action arising under the sections 502(d), 544, 545, 547, 548, and 550 of the Bankruptcy Code, or any other avoidance action under the Bankruptcy Code or applicable non-bankruptcy law; and
• All cash and cash equivalents of the Company other than the Adjusted Wind-Down Amount (as defined below);
• All of the equity interests held by the Company in (1) Foresight Energy GP LLC, (2) Foresight Energy LP, (3) Murray Metallurgical Coal Holdings, LLC, (4) Murray Colombian Resources, LLC, (5) Javelin Global Commodities Holdings LLP, and (6) Javelin Investment Holdings LLC (clauses (1) - (6) collectively, the “Acquired Equity Interests”);
• The assets that relate to the Company’s corporate overhead function, including with respect to the real property at the Company’s corporate headquarters and all tangible personal property and interests therein; and
• All other assets of Sellers primarily related to the Business, except for assets that are specifically excluded in any of the foregoing clauses or specifically listed as an Excluded Asset.