Amendment No. 4 to Elk Creek Coal Lease Agreement, dated January 12, 2017, by and between Ramaco Central Appalachia, LLC and Ramaco Resources, LLC
AMENDMENT NO. 4 TO LEASE
[Elk Creek Owned]
THIS AMENDMENT NO. 4 TO LEASE (the “Amendment”), is made and entered into this 12th day of January, 2017, by and between RAMACO CENTRAL APPALACHIA, LLC, a Delaware limited liability company (“Lessor”), and RAMACO RESOURCES, LLC, a Delaware limited liability company (“Lessee”).
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WHEREAS, to implement those certain prior understandings that induced an investment in Lessee and its affiliates by Lessee’s ultimate parent, and that induced the concessions that Lessor’s parent agreed to in executing the Third Amendment, Lessor and Lessee desire to modify certain terms of the Lease pursuant to this Amendment to return the economic terms of the Lease substantially to the status quo ante existing upon the execution of the Third Amendment.
NOW, THEREFORE, in consideration of One Dollar cash-in-hand paid, the foregoing recitals which are not mere recitals, the mutual agreements of the parties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:
1.Section 1 of the Third Amendment is deleted in its entirety and replaced with the following:
Notwithstanding anything contained in the Lease to the contrary, from and after the date hereof, Lessee shall timely pay directly to the applicable third party, rather than to Lessor, (a) those amounts required to be paid pursuant to Section 5(A) (TAXES) of the Lease; and (b) although previously required to be paid by Lessor under Section 4(B) of the Lease, the Annual Payments and Overriding Royalty payable to Baisden-Vaughan, Inc. pursuant to that certain Special Warranty Deed, dated September 11, 2013, between Baisden-Vaughan, Inc., as Grantor, and Lessor, as Grantee (the “Baisden Deed”, and the property conveyed by such Baisden Deed being referred to herein as the “Baisden Property”), subject however to the rights of Lessee under Section 2 of the Third Amendment, and (c) those amounts required to be paid pursuant to the last paragraph of Section 2 (RESERVATIONS AND EXCEPTIONS) of the Lease.
For avoidance of doubt, Section 2 of the Third Amendment remains in full force and effect.
2.The Initial Term under Section 3 (TERM) of the Initial Lease is amended to continue for twelve (12) years from the Effective Date of the Initial Lease. The last two sentences of Section 3 of the Third Amendment are hereby deleted and void ab initio. Except as amended by the first sentence of this paragraph, Section 3 (TERM) of the Lease remains in full force and effect in accordance with its terms.
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3.Notwithstanding anything contained in the Lease to the contrary, effective upon the closing of any public or private offering of equity securities of the now existing or hereafter formed ultimate parent of Lessee, or any other Exit Transaction as defined in Section 6.2 of that certain Second Amended and Restated Limited Liability Company Agreement of Lessee’s current parent, Ramaco Development, LLC (the “Trigger Date”), the Second Amendment shall be superseded in its entirety, Section 4 of the Third Amendment shall be deleted in its entirety, and Section 4(A) of the Initial Lease shall be replaced with the following:
4.Capitalized terms not defined herein shall have the meaning ascribed thereto in the Lease. Except as expressly modified herein, all other terms and conditions of the Lease shall
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continue to remain in full force and effect. To the extent of any conflicts between the language of the Lease and the language of this Amendment, the language of this Amendment shall control.
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IN WITNESS WHEREOF, the Lessor acknowledges its agreement to the foregoing Amendment by causing its duly authorized representative to sign below.
Amendment No. 4 to Lease
Signature Page of Lessor
IN WITNESS WHEREOF, the Lessee acknowledges its agreement to the foregoing Amendment by causing its duly authorized representative to sign below.
Amendment No. 4 to Lease
Signature Page of Lessee