On July 16, 2019, Cloud Peak Energy Inc. (the “Company”) and certain of its direct and indirect subsidiaries (the “Cloud Peak Entities”) and holders of approximately 62% in principal amount of the 12.00% second lien senior notes due 2021 (the “2021 Notes”) and holders of more than 50% in principal amount of the 6.375% senior notes due 2024 (the “2024 Notes” and together with the 2021 Notes, the “Notes”) entered into Amendment No. 1 to that certain Amended and Restated Sale and Plan Support Agreement, dated May 9, 2019 (the “SAPSA”, and such amendment, the “SAPSA Amendment”). The SAPSA Amendment amends the definition of “Plan” (that is, the chapter 11 plan of liquidation that the parties to the SASPA agree to support) to include (i) a release of avoidance actions against holders of general unsecured claims, (ii) the payment of fees of the 2024 Notes trustee, (iii) the appointment of a general unsecured claims administrator and (iv) the effectuation of the Unsecured Creditor Sharing Agreement. The SAPSA Amendment also provides consent by the parties thereto of certain uses of cash on hand by the Company and certain of its subsidiaries prior to any sale, including to pay “Critical Vendor Payments” (as defined in the SAPSA Amendment), certain administrative expense and priority claims, expenses arising under certain executory contracts and unexpired leases in connection with a sale, certain professional fees and expenses relating to key employee incentive and retention plans. The SAPSA Amendment also provides that the Plan shall include an agreement to share certain proceeds between the holders of Contingent Roll-Up Loans under the Cloud Peak Entities’ Superpriority Senior Secured Priming Debtor-in-Possession Credit Agreement (as amended, the “DIP Credit Agreement”) and holders of 2021 Notes, on the one hand, and holders of unsecured claims, on the other (the “Unsecured Creditor Sharing Agreement”). The Unsecured Creditor Sharing Agreement provides that, upon recovery by the holders of 2021 Notes and Contingent Roll-Up Loans of at least 50% of their total claims, excess amounts up to 75% of such total claims will be distributed 90% to holders of such claims and 10% to holders of unsecured claims. Distributions in excess of 75% of the total claims of the holders of 2021 Notes and Contingent Roll-Up Loans will be paid 80% to holders of such claims and 20% to holders of unsecured claims. As a result of the satisfaction of the Specified Tax Condition (as described below), there will be no Contingent Roll-Up Loans issued pursuant to the DIP Credit Agreement.