FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT
EX-10.33 3 exhibit1033s-1a2.htm EXHIBIT 10.33 Exhibit
Exhibit 10.33
FIRST AMENDMENT TO
TRANSITION SERVICES AGREEMENT
THIS FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “First Amendment”) is entered into on August 26, 2016, but effective as of July 26, 2016, by and among Contura Energy, Inc., a Delaware corporation (“Contura Energy”), Old ANR, LLC (formerly Alpha Natural Resources, Inc.) (“Alpha Natural Resources”), and ANR, Inc., a Delaware corporation (“ANR”) (each a “Party” and together, the “Parties.”)
RECITALS:
WHEREAS, the Parties entered into that certain Transition Services Agreement dated as of July 26, 2016 (the “TSA”) (any undefined capitalized term used herein shall have the meaning ascribed to it in the TSA);
WHEREAS, the Parties have agreed to amend the TSA as set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. | The Parties have mutually agreed that one of the ANR Provided Services as specified in Schedule II to the TSA, specifically Service Number 16 (as referenced in Appendix 1 attached hereto), should be revised, including to delete any provision for compensation with respect to such service. As such, Service Number 16 shall be and hereby is modified as set forth in Appendix 1 attached hereto, which shall replace and supersede the description of Service Number 16 as originally set forth in Schedule II to the TSA. Service Number 16 shall be and hereby is deleted from Schedule III to the TSA and the payment provisions of the TSA, including as provided for under Schedule III to the TSA, shall be and hereby are adjusted accordingly, i.e., to delete the charges to have been paid by Contura Energy to ANR as consideration for said Service Number 16. |
2. | Certain mailing addresses and post office boxes in the name of ANR are expected to be receiving mail that either is addressed to or is properly forwarded to ANR and its Subsidiaries or to Contura Energy and its Subsidiaries, as the case may be, based on the connection of the mail (or the lack thereof) to the Purchased Assets and/or the Assumed Liabilities, including specifically in the case of the following addresses/post-office boxes: P.O. Box 2345, Abingdon, VA 24212; P.O. Box 16429, Bristol, VA 24209; One Alpha Place, Bristol, VA 24202; and 201 Resting Tree Dr., Bristol, VA 24202. In the circumstances, the Parties have agreed, and Contura Energy and its Subsidiaries hereby consent, to having employees of ANR and its Subsidiaries receive and sort all such incoming mail (including as the same may be forwarded to or otherwise received at Kingsport, TN addresses now used by ANR and its Subsidiaries), including to sign for and accept certified and |
1
registered mail, and with respect to mail directed to Contura Energy and its Subsidiaries, or to ANR and its Subsidiaries, which pertains to the Purchased Assets and Assumed Liabilities, to forward such mail reasonably promptly to Contura Energy or one of its Subsidiaries, and the Parties agree that mail forwarded within seven (7) Business Days will be deemed to be reasonably prompt. This additional ANR Provided Service is identified in Appendix 2 attached hereto and designated as Service Number 42. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 42. Both Parties agree to exercise commercially reasonable efforts to provide senders of mail with up-to-date address information such that the mailing addresses and post office boxes may be fully transitioned to Contura Energy and its Subsidiaries and such that incoming mail which should be directed to Contura Energy and its Subsidiaries will, as and to the extent practicable and as soon as possible, cease to be mailed to said ANR mailing addresses and post office boxes.
3. | Certain of the Purchased Assets and Assumed Liabilities have mailing addresses and post office boxes associated with them which are now being used by both ANR and its Subsidiaries and by Contura Energy and its Subsidiaries, including specifically in the case of mine office and regional office mailing addresses and post office boxes associated with the following Mining Complexes: the Alpha Coal West Complex, the Cumberland Complex, the Emerald Complex, the McClure Complex, and the Toms Creek Complex. In the circumstances, the Parties have agreed, and ANR and its Subsidiaries hereby consent, to having employees of Contura Energy and its Subsidiaries receive and sort all such incoming mail, including to sign for and accept certified and registered mail, and with respect to mail directed to ANR and its Subsidiaries which does not pertain to the Purchased Assets and Assumed Liabilities, to forward such mail reasonably promptly to ANR or one of its Subsidiaries, and the Parties agree that mail forwarded within seven (7) Business Days will be deemed to be reasonably prompt. This additional CoreCo Provided Service is identified in Appendix 3 attached hereto and designated as Service Number 43. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 43. Both Parties agree to exercise commercially reasonable efforts to provide senders of mail with up-to-date address information such that the mailing addresses and post office boxes may be fully transitioned to Contura Energy and its Subsidiaries and such that incoming mail which should be directed to ANR and its Subsidiaries will, as and to the extent practicable and as soon as possible, cease to be mailed to said Contura mailing addresses and post office boxes. |
4. | Further, the Parties have mutually agreed to add one additional ANR Provided Service as specified in Schedule II to the TSA, specifically a new Service Number 43, as set forth in Appendix 4 attached hereto. Schedule II to the TSA shall be and hereby is amended to add the aforesaid Service Number 43. |
2
5. | Also, the Parties have mutually agreed to add one additional CoreCo Provided Service as specified in Schedule I to the TSA, specifically a new Service Number 44, as set forth in Appendix 5 attached hereto. Schedule I to the TSA shall be and hereby is amended to add the aforesaid Service Number 44. |
6. | There shall be no cost or charge for the aforementioned additional services provided for in paragraphs 2, 3, 4, and 5, above, such that the payment provisions of the TSA, including as provided for under Schedule III to the TSA, shall remain unchanged despite the addition of these services. |
7. | A revised version of Schedule III to the TSA which incorporates the changes provided for herein is appended hereto as Appendix 6, and an electronic version of the revised Schedule III is being circulated among the Parties hereto contemporaneously with the execution of this First Amendment. |
8. | Miscellaneous. |
a. | Except as specifically amended by this First Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed. |
b. | This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this First Amendment. |
c. | Following execution of this First Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this First Amendment. |
d. | This First Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. |
e. | All Parties have participated, or had the opportunity to participate, in the drafting of this First Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this First Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise. |
[remainder of page intentionally left blank]
3
IN WITNESS WHEREOF, the Parties caused this First Amendment to Transition Services Agreement to be duly executed as of the day and year first above written.
CONTURA ENERGY, INC. | |
By: | /s/ Mark M. Manno |
Name: Mark M. Manno | |
Title: EVP, General Counsel, Secretary & CPO | |
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.) | |
By: | /s/ Andrew B. McCallister |
Name: Andrew B. McCallister | |
Title: Vice President and Secretary | |
ANR, INC. | |
By: | /s/ Andrew B. McCallister |
Name: Andrew B. McCallister | |
Title: SVP, General Counsel and Secretary | |
4
Appendix 1
Revised ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 16 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Reorg |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Core |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 2
Additional ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 42 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Reorg |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Core |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 3
Additional CoreCo Provided Service
Service flow: | Core to Reorg |
Service number: | 43 |
Transition service title: | Mail forwarding services |
Service period in days: | 360 |
Provider company: | Core |
Provider department: | Various |
Provider contact job title: | Various |
Provider contact name: | Various |
Receiver company: | Reorg |
Receiver department: | Various |
Receiver contact job title: | Various |
Receiver contact name: | Various |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 4
Additional ANR Provided Service
Service flow: | Reorg to Core |
Service number: | 43 |
Transition service title: | Use of Alpha European Sales bank account in Lugano, Switzerland |
Service period in days: | 180 |
Provider company: | Reorg |
Provider department: | Treasury |
Provider contact job title: | General Counsel |
Provider contact name: | Drew McCallister |
Receiver company: | Core |
Receiver department: | Treasury / Coal Sales |
Receiver contact job title: | General Counsel |
Receiver contact name: | Jill Harrison |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 5
Additional CoreCo Provided Service
Service flow: | Core to Reorg |
Service number: | 44 |
Transition service title: | Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland |
Service period in days: | 180 |
Provider company: | Core |
Provider department: | Coal Sales |
Provider contact job title: | General Counsel |
Provider contact name: | Jill Harrison |
Receiver company: | Reorg |
Receiver department: | Coal Sales |
Receiver contact job title: | Vice President |
Receiver contact name: | Drew McCallister |
Monthly level provided: | N/A |
Level of provider: | N/A |
Monthly value of service: | N/A |
Appendix 6
Revised Version of Schedule III
Core to Reorg | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
Core | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | ||||||||||||||||||||||||||
Labor hours | 1369 | 1364 | 478 | 284 | 284 | 124 | 32 | 0 | 0 | 0 | 0 | 0 | 3,934 | ||||||||||||||||||||||||||
Labor dollars | $ | 122,795 | $ | 122,290 | $ | 43,873 | $ | 23,765 | $ | 23,765 | $ | 11,211 | $ | 3,539 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 351,237 | |||||||||||||
Non-personnel dollars | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Total | $ | 122,795 | $ | 122,290 | $ | 43,873 | $ | 23,765 | $ | 23,765 | $ | 11,211 | $ | 3,539 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 351,237 | |||||||||||||
Reorg to Core | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
Reorg | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | ||||||||||||||||||||||||||
Labor hours | 1331 | 963 | 648 | 427 | 329 | 329 | 168 | 24 | 24 | 24 | 24 | 24 | 4,317 | ||||||||||||||||||||||||||
Labor dollars | $ | 110,449 | $ | 82,129 | $ | 55,458 | $ | 34,969 | $ | 25,300 | $ | 25,300 | $ | 12,223 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 354,540 | |||||||||||||
Non-personnel dollars | $ | 186,700 | $ | 151,700 | $ | 151,700 | $ | 1,000 | $ | 1,000 | $ | 1,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 493,100 | |||||||||||||
Total | $ | 297,149 | $ | 233,829 | $ | 207,158 | $ | 35,969 | $ | 26,300 | $ | 26,300 | $ | 12,223 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 1,742 | $ | 847,640 | |||||||||||||
Net | |||||||||||||||||||||||||||||||||||||||
Month | |||||||||||||||||||||||||||||||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Total | |||||||||||||||||||||||||||
Hours | 38 | 401 | -170 | -144 | -46 | -206 | -136 | -24 | -24 | -24 | -24 | -24 | -383 | ||||||||||||||||||||||||||
Labor dollars | $ | 12,346 | $ | 40,161 | $ | (11,575 | ) | $ | (11,204 | ) | $ | (1,535 | ) | $ | (14,089 | ) | $ | (8,684 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (3,302 | ) | ||
Non-personnel dollars | $ | (186,700 | ) | (151700 | $ | (151,700 | ) | $ | (1,000 | ) | $ | (1,000 | ) | $ | (1,000 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (493,100 | ) | ||||||||
Total | $ | (174,354 | ) | $ | (111,539 | ) | $ | (163,285 | ) | $ | (12,204 | ) | $ | (2,535 | ) | $ | (15,089 | ) | $ | (8,684 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (1,742 | ) | $ | (496,402 | ) |
Negative means Reorg is providing more services (cash is flowing from Core to Reorg) | |||||||||||||||||||||||||||||||||||||||
Positive means Core is providing more services (cash if flowing from Reorg to Core) | |||||||||||||||||||||||||||||||||||||||
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
2 | Financial reporting | 60 | 2 | Core | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Cristina Perez | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Megan Meador | 27 | Monthly | 27 | Labor hours | L3 | 0 | |
3 | ARO support | 60 | 2 | Core | Accounting (including BP&A) | Dir. General Accounting | Kristy Edwards | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Megan Meador | 30 | Monthly | 30 | Labor hours | L4 | 0 | |
4 | Corporate Acctg | 60 | 2 | Core | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Cristina Perez | Reorg | Accounting (including BP&A) | Dir. Corporate Accounting & Reporting | Megan Meador | 20 | Monthly | 20 | Labor hours | L4 | 0 | |
5 | Fresh-start Acctg | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 167 | Monthly | 167 | Labor hours | L3 | 0 | |
6 | Sales/AR Acctg | 60 | 2 | Core | Accounting (including BP&A) | Sr. Manager | Randy Philips | Reorg | Accounting (including BP&A) | Dir. Revenue and Inventory | Robert Hutton | 20 | Monthly | 20 | Labor hours | L4 | 0 | |
7 | Acquisition Accounting | 90 | 3 | Core | Accounting (including BP&A) | SVP Technical Accounting | Alan Jones | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 100 | Monthly | 100 | Labor hours | L3 | 0 | |
8 | Tax Basis/Attribute Refresh | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 20 | Weekly | 86 | Labor hours | L3 | 0 | |
9 | Environmental - EPA CD report | 90 | 3 | Core | Environmental | VP-Environmental, Environmental Compliance Managers, and GMs | John Paul Jones | Reorg | Environmental | VP-Environmental | Shelley Surles | 23 | quarterly | 8 | Labor hours | L4 | 0 | |
10 | Environmental - KY operations | 0 | 0 | Core | Environmental | VP - Environmental | John Paul Jones | Reorg | Environmental | VP-Environmental | Russ Lambert | 0 | Weekly | 0 | Labor hours | L4 | 0 | |
11 | HR Employee Files | 0 | 0 | Core | HR | Manager HR | Sherry Bowers | Reorg | HR | Manager Benefits | Amy Perrigan | 0 | quarterly | 0 | Labor hours | L4 | 0 | |
12 | Bonus Calculation Support/OSEB/Cash Retention/LTIP | 90 | 3 | Core | HR | Sr. Dir-HR | Logan Bateman | Reorg | HR | Director HR | Judy Hill and Jeff Gillenwater | 20 | quarterly | 7 | Labor hours | L3 | 0 | |
13 | Severance & WARN Payments | 30 | 1 | Core | HR | Sr. Dir-HR | Logan Bateman | Reorg | HR | Director HR | Judy Hill and Jeff Gillenwater | 15 | quarterly | 5 | Labor hours | L3 | 0 | |
14 | HR Data Processes | 60 | 2 | Core | HR | Manager HR | Sherry Bowers | Reorg | HR | HR Rep | Whitney Cole | 10 | quarterly | 3 | Labor hours | L4 | 0 | |
15 | Compensation support | 60 | 2 | Core | HR | VP HR | Burke Vander Lind | Reorg | HR | VP HR | Judy Hill | 10 | quarterly | 3 | Labor hours | L2 | 0 | |
16 | HR/federal contractor compliance support | 90 | 3 | Core | HR | Sr. Dir-HR | Logan Bateman | Reorg | HR | Director HR | Chris Matras | 15 | quarterly | 5 | Labor hours | L4 | 0 | |
17 | Payroll support | 60 | 2 | Core | HR | Sr. Director Payroll and HRIS | Jen Gambill | Reorg | HR | Director Payroll | Melissa Stanley | 20 | quarterly | 7 | Labor hours | L4 | 0 | |
18 | General IT Support, Knowledge, and Expertise | 210 | 7 | Core | IT | VP IT | Becky Price | Reorg | IT | Sr. Director IT | Jeff Bauserman | 5 | monthly | 5 | Labor hours | L2 | 0 | |
19 | Disaster Recovery Support Knowledge, and Expertise | 210 | 7 | Core | IT | Director of IT support | Jeff Cochrane | Reorg | IT | Sr. Director IT | Johnathan Hall | 12 | monthly | 12 | Labor hours | L3 | 0 | |
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
20 | Infrastructure Support | 150 | 5 | Core | IT | VP IT | Becky Price | Reorg | IT | Sr. Director IT | Jeff Bauserman | 160 | Monthly | 160 | Labor hours | L4 | 0 | |
21 | Client Services Support | 60 | 2 | Core | IT | VP IT | Becky Price | Reorg | IT | Sr. Director IT | Jeff Bauserman | 50 | Monthly | 50 | Labor hours | L4 | 0 | |
22 | IT Policy Updates | 60 | 2 | Core | IT | Manager IT risk and administration | Suzanne Owens | Reorg | IT | Sr. Director IT | Jeff Bauserman | 30 | Monthly | 30 | Labor hours | L4 | 0 | |
23 | IT Audit Support | 0 | 0 | Core | IT | Manager IT risk and administration | Suzanne Owens | Reorg | IT | Sr. Director IT | Jeff Bauserman | 0 | Monthly | 0 | Labor hours | L4 | 0 | |
24 | Delta and Oracle Support | 210 | 7 | Core | IT | Director of IT applications | Brad Bateman | Reorg | IT | Director of IT applications | John Talbert | 15 | Monthly | 15 | Labor hours | L3 | 0 | |
25 | Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements | 180 | 6 | Core | Land | Manager | Vicki Duffy | Reorg | Land | Manager | Michael Blackburn | 5 | Weekly | 22 | Labor hours | L4 | 0 | |
26 | General land support - Includes support from Core Land management to Reorg Land management (including Enterprise) | 180 | 6 | Core | Land | SVP Land | Scott Kreutzer | Reorg | Land | Manager | Michael Blackburn | 8 | Weekly | 34 | Labor hours | L3 | 0 | |
27 | Mapping support and data | 180 | 6 | Core | Land | Coordinator | Spencer Young | Reorg | Land | Manager | Michael Blackburn | 3 | Weekly | 13 | Labor hours | L5+ | 0 | |
28 | Training and support for New River Energy | 180 | 6 | Core | Land | Manager | Jim Cappucci | Reorg | Land | Manager | Michael Blackburn | 3 | Weekly | 13 | Labor hours | L4 | 0 | |
29 | Assist and train the ReorgCo Legal Department in providing assistance and advice to the ReorgCo Land Department/Operations/Sourcing regarding the formation and administration of legal instruments related to land, coal reserves and other real property interests as well as the procurement of goods and services | 60 | 2 | Core | Legal | Attorney | Frank Harrington | Reorg | Legal | Attorney | Phil Monroe | 10 | monthly | 10 | Labor hours | L2 | 0 | |
30 | Assist and train the ReorgCo Legal Department in providing assistance and advice to the Benefits Committee and the Benefits Department in designing and administering employee benefit plans (including the 3 defined benefit pension plans) | 90 | 3 | Core | Legal | Attorney | Suzan Moore | Reorg | Legal | Attorney | Phil Monroe | 10 | monthly | 10 | Labor hours | L2 | 0 | |
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
31 | Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function | 90 | 3 | Core | Legal | Attorney | Mark Manno & Will Phillips | Reorg | Legal | Attorney | Drew McCallister | 4 | monthly | 4 | Labor hours | L2 | 0 | |
32 | Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures | 0 | 0 | Core | Legal | Attorney | Will Phillips & Suzan Moore | Reorg | Legal | Attorney | Drew McCallister & Phil Monroe | 0 | monthly | 0 | Labor hours | L2 | 0 | |
33 | Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees | 90 | 3 | Core | Legal | Assist. To Corp. Sec. | Jessica Clevinger | Reorg | Legal | Paralegal | Kacee Hodge | 10 | monthly | 10 | Labor hours | L5+ | 0 | |
34 | Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt. | 0 | 0 | Core | Legal | Attorney/Legal Assistant | Will Phillips & Lisa Cook | Reorg | Legal | Paralegal | Kacee Hodge | 0 | monthly | 0 | Labor hours | L5+ | 0 | |
35 | Assist and train the ReorgCo Legal Department in addressing intellectual property matters. | 0 | 0 | Core | Legal | Attorney | Will Phillips | Reorg | Legal | Attorney | Drew McCallister | 0 | semiannually | 0 | Labor hours | L2 | 0 | |
36 | Assistance for the transition of litigation matters | 90 | 3 | Core | Legal | Attorney | Frank Harrington | Reorg | Legal | Attorney | Phil Monroe | 7 | Monthly | 7 | Labor hours | L2 | 0 | |
37 | AMP Support - Oracle Related Expertise | 180 | 6 | Core | Other | Director Maintenane | Cullen Medley | Reorg | Other | VP - Maintenance | TBD | 10 | monthly | 10 | Labor hours | L4 | 0 | |
38 | Sourcing ERP Support | 90 | 3 | Core | Sourcing | Director- Sourcing Admin | Allen Peppler | Reorg | Sourcing | Manager-Contract Admin | Donald Robinson | 2 | daily | 44 | Labor hours | L3 | 0 | |
39 | Strategic Sourcing Knowledge | 60 | 2 | Core | Sourcing | Director-Strategic Sourcing | Danny Hinkle | Reorg | Sourcing | SVP-Strategic Sourcing | Macs Hall | 2 | daily | 44 | Labor hours | L3 | 0 | |
40 | WY Gross Products Return Support | 60 | 2 | Core | Accounting (including BP&A) | Regional Controller | Tammy Okray | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 20 | Monthly | 20 | Labor hours | L3 | 0 | |
41 | PAC closure with FEC | 0 | 0 | Core | Communications | Manager – Corporate Communications & PAC Admin. | Teresa Anderson | Reorg | Legal | Paralegal | Kacee Hodge | 0 | Monthly | 0 | Labor hours | L4 | 0 | |
42 | Finalize, wind down, and delivery of Bristol office building | 60 | 2 | Core | Land | SVP Land | Scott Kreutzer | Reorg | N/A | N/A | N/A | 0 | Monthly | 0 | Labor hours | L2 | 0 | |
43 | Mail forwarding services | 360 | 12 | Core | Other | Various | Various | Reorg | Other | Various | Various | 0 | Monthly | 0 | Labor hours | 0 | ||
Service Detail | ||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | |
1 | Monthly close support | 60 | 2 | Core | Accounting (including BP&A) | Controller | Todd Munsey | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | 370 | Monthly | 370 | Labor hours | L4 | 0 | |
44 | Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland | 180 | 6 | Core | Sales | General Counsel | Jill Harrison | Reorg | Sales | Vice President | Drew McCallister | 0 | Monthly | 0 | Labor hours | 0 | ||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Amy McKinney | Core | Accounting (including BP&A) | Sr. Manager | Anita Fore | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
2 | Field AP and accounting support | 30 | 1 | Reorg | Accounting (including BP&A) | Manager | Kahla McClure | Core | Accounting (including BP&A) | Controller | Tammy Okray/Dean Swaney | 320 | Monthly | 320 | Labor hours | L4 | — | ||||||||
3 | Sales & Property Tax | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Accountant | Pam Foleno | Core | Accounting (including BP&A) | Controller | Todd Munsey | 20 | Monthly | 20 | Labor hours | L4 | — | ||||||||
4 | Monthly close support | 60 | 2 | Reorg | Accounting (including BP&A) | Monthly close support | Roger Ketron | Core | Accounting (including BP&A) | Controller | Todd Munsey | 144 | Monthly | 144 | Labor hours | L4 | — | ||||||||
5 | Freight/Inventory Acctg | 60 | 2 | Reorg | Accounting (including BP&A) | Dir. Revenue and Inventory | Robert Hutton | Core | Accounting (including BP&A) | Dir. General Accounting | Kristy Edwards | 20 | Monthly | 20 | Labor hours | L4 | — | ||||||||
6 | A/P and A/R Support | 60 | 2 | Reorg | Accounting (including BP&A) | Dir. General Accounting | Eddie Guy | Core | Accounting (including BP&A) | Dir. General Accounting | Kristy Edwards | 57 | Monthly | 57 | Labor hours | L4 | — | ||||||||
7 | A/P Support (paying and getting reimbursed for invoices) | 30 | 1 | Reorg | Accounting (including BP&A) | Manager | Kahla McClure | Core | Accounting (including BP&A) | Dir. General Accounting | Kristy Edwards | 24 | Monthly | 24 | Labor hours | L4 | — | ||||||||
8 | Tax Basis/Attribute Refresh | 60 | 2 | Reorg | Accounting (including BP&A) | Controller | Roger Ketron | Core | Accounting (including BP&A) | Controller | Todd Munsey | 20 | Weekly | 86 | Labor hours | L3 | — | ||||||||
9 | Media Relations / PIER | 90 | 3 | Reorg | Communications | Director, Media Relations | Steve Hawkins | Core | Communications | VP, Communications & Government Affairs | Rick Axthelm | 10 | weekly | 43 | Labor hours | L3 | — | ||||||||
10 | Environmental - integration of Delta | 120 | 4 | Reorg | Environmental | VP - Environmental and ECM | Shelley Surles and Claire Vaught | Core | Environmental | VP-Environmental | John Paul Jones | 2 | Weekly | 10 | Labor hours | L4 | — | ||||||||
11 | Environmental - control file updates | 365 | 12 | Reorg | Environmental | VP-Environmental | Russ Lambert | Core | Environmental | VP-Environmental | John Paul Jones | 2.5 | Monthly | 3 | Labor hours | L4 | — | ||||||||
12 | Environmental - permit transfers | 365 | 12 | Reorg | Environmental | VP - Environmental and ECMs | Russ Lambert | Core | Environmental | VP-Environmental | John Paul Jones | 5 | Monthly | 5 | Labor hours | L4 | — | ||||||||
13 | Environmental - management system implementation | 180 | 6 | Reorg | Environmental | VP - Environmental | Shelley Surles | Core | Environmental | VP-Environmental | John Paul Jones | 1 | Weekly | 3 | Labor hours | L4 | — | ||||||||
14 | Health and welfare/retirement support including document requests | 210 | 7 | Reorg | HR | VP HR | Judy Hill | Core | HR | Director Benefits | Kristie Kestner | 24 | monthly | 24 | Labor hours | L2 | — | ||||||||
15 | Payroll/tax support | 180 | 6 | Reorg | HR | Director Payroll | Melissa Stanley | Core | HR | Analyst Payroll | Kristy Lawson | 16 | quarterly | 5 | Labor hours | L3 | — | ||||||||
16 | Mail forwarding services | 360 | 12 | Reorg | Other | Various | Various | Core | Other | Various | Various | — | weekly | — | Labor hours | — | |||||||||
17 | Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing | 90 | 3 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | $ | 150,000 | monthly | $ | 150,000 | Non-personnel dollars | — | |||||||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Amy McKinney | Core | Accounting (including BP&A) | Sr. Manager | Anita Fore | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
18 | Wireless | 30 | 1 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | $ | 35,000 | monthly | $ | 35,000 | Non-personnel dollars | — | |||||||
19 | File Access | 180 | 6 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | — | Monthly | — | Labor hours | L4 | — | ||||||||
20 | Email Forwarding | 30 | 1 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | 24 | Monthly | 24 | Labor hours | L5+ | — | ||||||||
21 | Software Application Licensing | 210 | 7 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | — | Monthly | — | Non-personnel dollars | L4 | — | ||||||||
22 | Software Support | 210 | 7 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | 120 | Monthly | 120 | Labor hours | L5+ | — | ||||||||
23 | Infrastructure Support | 180 | 6 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | 80 | Monthly | 80 | Labor hours | L4 | — | ||||||||
24 | Client Services Support | 90 | 3 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | IT | VP IT | Becky Price | 25 | Monthly | 25 | Labor hours | L5+ | — | ||||||||
25 | Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements | 60 | 2 | Reorg | Land | Manager | Michael Blackburn | Core | Land | SVP Land | Scott Kreutzer | 2 | Weekly | 9 | Labor hours | L4 | — | ||||||||
26 | General land support - Includes support from Reorg Land management to Core Land management | 90 | 3 | Reorg | Land | Manager | Michael Blackburn | Core | Land | SVP Land | Scott Kreutzer | 2 | Weekly | 9 | Labor hours | L4 | — | ||||||||
27 | Mapping data - Mapping data as needed | 180 | 6 | Reorg | Land | Manager | Michael Blackburn | Core | Land | Coordinator | Spencer Young | 1 | Weekly | 4 | Labor hours | L4 | — | ||||||||
28 | Assist and train the NewCo Legal Department in providing assistance and advice to Operations management and the Environmental Department in achieving Environmental regulatory compliance, particularly in regard to the EPA Consent Decree | 180 | 6 | Reorg | Legal | Attorney | Drew McCallister | Core | Legal | Attorney | Suzan Moore | 10 | monthly | 10 | Labor hours | L2 | — | ||||||||
29 | Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting | 180 | 6 | Reorg | Legal | Paralegal | Kacee Hodge | Core | Legal | Assist. To Corp. Sec./Legal Assistant | Jessica Clevinger & Lisa Cook | 10 | monthly | 10 | Labor hours | L5+ | — | ||||||||
30 | DrillBase Software Support | 180 | 6 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | Other | Director Geology | Scott Peterson | 10 | monthly | 10 | Labor hours | L5+ | — | ||||||||
31 | Pi support to prep plants | 365 | 12 | Reorg | IT | Sr. Director IT | Jeff Bauserman | Core | Operations | Director Plants | Van Davis | 10 | monthly | 10 | Labor hours | L4 | — | ||||||||
32 | Temporally storing Surface Equipment / Assets | 365 | 12 | Reorg | Operations | VP - Maintenance | Jimbo Nagy | Core | Other | VP - Tech Services | Philip Saunders | 20 | quarterly | 7 | Labor hours | L5+ | — | ||||||||
33 | Assessment processing | 180 | 6 | ReOrg | Other | Administrative Asst | Donna Moore | Core | Other | Safety Clerk | Nate Clark | 5 | weekly | 22 | Labor hours | L5+ | — | ||||||||
Service Detail | |||||||||||||||||||||||||
Service number | 1) Transition service title | 2) Service Period (in days) | Number of months | 3A) Provider - Company | 3B) Provider - Department | 3C) Provider - Contact job title | 3D) Provider - Contact name | 4A) Recipient - Company | 4B) Recipient - Department | 4C) Recipient - Contact job title | 4D) Recipient - Contact name | 5A) Service level - Amount or quantity (in hours unless otherwise noted) | 5B) Service level - Frequency (ex. weekly, monthly, quarterly) | Monthly level provided | Type | "L" level | Monthly value of service | ||||||||
1 | Income Tax Preparation | 90 | 3 | Reorg | Accounting (including BP&A) | Sr. Manager | Amy McKinney | Core | Accounting (including BP&A) | Sr. Manager | Anita Fore | 80 | Monthly | 80 | Labor hours | L3 | — | ||||||||
34 | Respirable Dust Rule Expertise | 180 | 6 | ReOrg | Other | Director | Vernon Johnson | Core | Other | VP Safety | Allen Dupree | 4 | weekly | 17 | Labor hours | L3 | — | ||||||||
35 | Office space in Chapmanville (3 offices plus conference room) and Beckley (2 offices plus conference room) | 180 | 6 | ReOrg | Other | VP-Tech Services | Joe Pugh | Core | Other | VP - Tech Services | Philip Saunders | $ | 1,000 | monthly | $ | 1,000 | Non-personnel dollars | — | |||||||
36 | Julian security monitoring support to RRLA | 90 | 3 | ReOrg | Operations | Sourcing Manager | Macs Hall | Core | Operations | RRLA Director | Gary Frampton | $ | 500 | Monthly | $ | 500 | Non-personnel dollars | — | |||||||
37 | Strategic Sourcing Knowledge | 120 | 4 | Reorg | Sourcing | SVP-Strategic Sourcing | Macs Hall | Core | Sourcing | Director-Strategic Sourcing | Danny Hinkle | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
38 | Materials Management Knowledge (Warehousing) | 120 | 4 | Reorg | Sourcing | Sr. Director-Sourcing Support | Ed Green | Core | Sourcing | Director-Strategic Sourcing | Danny Hinkle | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
39 | Contract Administration and Maintenance (Corporate & Regional Agreements) | 90 | 3 | Reorg | Sourcing | Manager-Contract Admin | Donald Robinson | Core | Sourcing | Director-Sourcing Admin | Allen Peppler | 2 | daily | 44 | Labor hours | L3 | — | ||||||||
40 | Bristol office space | 60 | 2 | Reorg | HR | VP HR | Judy Hill | Core | Land | SVP Land | Scott Kreutzer | — | Monthly | — | Non-personnel dollars | — | |||||||||
41 | Julian office space | 90 | 3 | Reorg | Legal | Attorney | Drew McCallister | Core | Operations | VP - Tech Services | Philip Saunders | $ | 200 | Monthly | $ | 200 | Non-personnel dollars | — | |||||||
42 | Mail forwarding services | 360 | 12 | Reorg | Other | Various | Various | Core | Other | Various | Various | — | weekly | — | Labor hours | — | |||||||||
43 | Use of Alpha European Sales bank account in Lugano, Switzerland | 180 | 6 | Reorg | Treasury | General Counsel | Drew McCallister | Core | Treasury/Coal Sales | General Counsel | Jill Harrison | — | Monthly | — | Labor hours | — | |||||||||
