EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement (“Agreement”) is made and entered into as of the 29th day of June, 2010 , by and
between SEACAP Leasing Associates II LLC , a Delaware limited liability company, (hereinafter, “Purchaser”), and National
Coal Corporation , a Tennessee corporation (hereinafter, “Seller”) (collectively, the “Parties”).
R ECITALS :
W HEREAS , Seller desires to sell the “Equipment,” the “Supplies” and the “Records” (each as hereinafter defined) to
Purchaser upon the terms and subject to the conditions set forth in this Agreement.
W HEREAS , Purchaser desires to purchase the Equipment, the Supplies, and the Records from Seller upon the terms and
subject to the conditions set forth in this Agreement.
A GREEMENT :
N OW , T HEREFORE , in consideration of the premises and for other valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:
A. PURCHASE AND SALE OF EQUIPMENT.
1. P URCHASE AND S ALE . In consideration of the payment by Purchaser to Seller on the date hereof of the sum of F
OUR M ILLION O NE H UNDRED T HOUSAND AND N O /100 D OLLARS ($4,100,000.00) (the “Purchase Price”), the receipt of which
is hereby acknowledged by Seller, Seller hereby sells, conveys, assigns, transfers and delivers unto Purchaser, its successors
and assigns, free and clear of all mortgages, liens, security interests, pledges, claims, charges or other encumbrances of any
nature whatsoever (other than the lien for ad valorem property taxes not yet due and payable), and Purchaser hereby purchases
and accepts, all of Seller’s rights, title and interests under, in and to:
(a) all machinery, equipment, vehicles, computer hardware and software, furnishings and fixtures of Seller
wherever located, including without limitation, the machinery, equipment and other items of tangible personal property set forth
or identified on Exhibit A attached hereto and made a part hereof (collectively, the “Equipment”) ;
(b) all supp