Exhibit 10.2


    
      

    

    
      Exhibit
        10.2

       

      [EXECUTION
        COPY]

    

    


    WAIVER,
      CONSENT AND FIRST AMENDMENT
      TO REVOLVING CREDIT AGREEMENT

    


     

    THIS
      WAIVER, CONSENT
      AND FIRST AMENDMENT
      TO REVOLVING CREDIT AGREEMENT (this
      “Agreement”),
      is
      made and entered into as of August 7, 2007 (the “Effective
      Date”),
      by
      and among James River Coal Company, a corporation organized under the laws
      of
      Virginia (“JRCC”),
      and
      certain of JRCC’s Subsidiaries identified on the signature pages hereof, as
      borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter
      each individually as a “Borrower”,
      and
      collectively, jointly and severally, as the “Borrowers”),
      and
      the other credit parties hereto, identified on the signature pages hereof as
      Guarantors (together, the Borrowers and Guarantors, the “Credit
      Parties”),
      the
      lenders party hereto from time to time (the “Lenders”),
      General Electric Capital Corporation (“GECC”),
      a
      corporation formed under the laws of Delaware, as
      co-lead arranger and administrative agent for the Lenders (in such capacity,
      together with its successors and assigns, if any, the “Administrative
      Agent”)
      and as
      collateral agent for the Lenders (in such capacity, the “Collateral
      Agent”),
      with
      Morgan Stanley Senior Funding, Inc., having acted as co-lead arranger for the
      Lenders with GECC. 

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Borrowers, the other Credit Parties signatory thereto, the Lenders and L/C
      Issuers party thereto, and the Administrative Agent are parties to that certain
      Revolving Credit Agreement, dated as of February 26, 2007 (as amended, restated,
      supplemented and revised from time to time, the “Credit
      Agreement”),
      pursuant to which the Lenders have committed to make certain loans
      and
      other extensions of credit to the Borrowers upon the terms and conditions set
      forth therein; and

     

    WHEREAS, the
      Borrowers have requested that the Lenders make certain changes to the Credit
      Agreement and that the Lenders consent to certain actions of the Borrowers;
      and

     

    WHEREAS,
      the
      Lenders are willing, upon and subject to certain conditions, to amend the Credit
      Agreement in certain respects, all in accordance with and subject to the terms
      and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises, the covenants and agreements contained herein,
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto do hereby agree as
      follows:

     

     

    1.    Defined
      Terms.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings given to such terms in the Credit Agreement.

     

     

    2.    Waiver.
      The
      Administrative Agent and the undersigned Lenders, subject to the terms and
      conditions of this Agreement, including without limitation the conditions to
      effectiveness specified in Section
      8
      below,
      hereby waive any Default or Event of Default solely occurring by reason of
      the
      Borrower’s failure to comply with (a) the Minimum Consolidated EBITDA covenant
      set forth in Section
      10.01
      solely
      for the period ending on June 30, 2007 and (b) the Leverage Ratio covenant
      set
      forth in Section
      10.02
      solely
      for the period ending on June 30, 2007. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.    Consent.
      (a)
      Subject to the limitations set forth in Section
      9.05(e)
      of the
      Credit Agreement (as amended hereby), the Required Lenders hereby consent to
      JRCC’s issuance and/or sale of shares of common stock in JRCC (the “Equity
      Issuance”)
      under
      the Registration Statement on Form S-3 filed by JRCC with the Securities &
Exchange Commission on June 7, 2007 (the “Shelf
      Registration”).

     

    (b)    The
      parties hereto further agree that notwithstanding the limitations set forth
      in
      Section 9.02 of the Credit Agreement, at least fifty percent (50%) of the Net
      Offering Proceeds of any Equity Issuance shall be, upon receipt, segregated
      into
      a Cash Management Account and may be offered as a mandatory prepayment to the
      Term Lenders (the “Equity
      Repayment”).
      In
      the event any Term Lender does not accept its pro rata share of such Equity
      Prepayment, such Term Lender’s pro rata share of the Equity Repayment may be
      retained by JRCC, or used by Borrowers for any corporate purpose (including,
      without limitation, to prepay, purchase or otherwise redeem the 9.375% Senior
      Notes due 2012); provided however,
      that no
      prepayment of Indebtedness, other than the Obligations and the Term Loan
      Obligations, shall be permitted if, after giving effect to such prepayment
      on a
      pro forma basis, any Default or Event of Default shall have occurred.
      Notwithstanding the above, no Equity Repayment shall be required in connection
      with up to an aggregate amount of $40,000,000 of the Net Offering Proceeds
      of
      any Equity Issuance occurring prior to March 30, 2008.

     

    4.    Amendments
      to the Credit Agreement. 

     

    (a)    Section
      1.01
      of the
      Credit Agreement, Definitions,
      is
      hereby amended by adding the following definitions in the appropriate
      alphabetical order: 

     

    “Disqualified
      Equity Interest”
means
      any Equity Interest which, by its terms (or by the terms of any security into
      which it is convertible or for which it is exchangeable), or upon the happening
      of any event, (a) matures (excluding any maturity as the result of an optional
      redemption by the issuer thereof) or is mandatorily redeemable, pursuant to
      a
      sinking fund obligation or otherwise, or is redeemable at the option of the
      holder thereof, in whole or in part, on or prior to the date six months after
      the earlier of the Maturity Date or the date that the Commitments and the
      Obligations hereunder are no longer outstanding, or (b) is convertible into
      or
      exchangeable (unless at the sole option of the issuer thereof) for (i) debt
      securities or (ii) any Equity Interest referred to in (a) above, in each case
      at
      any time on or prior to the date six months after the earlier of the Maturity
      Date or the date that the Commitments and the Obligations hereunder are no
      longer outstanding, or (c) contains any repurchase obligation which may come
      into effect prior to payment in full of all Obligations.

    


    “First
      Amendment Date”
means
      the effective date of the Waiver, Consent and First Amendment to Revolving
      Credit Agreement dated as of August 7, 2007.

    


    “Mandated
      Capital Expenditures”
means
      the amount of any Capital Expenditures required to be made by the Credit Parties
      as the result of any law or regulation, directive, guideline or decision of
      any
      Governmental Authority (including without limitation the Mine Improvement and
      New Emergency Response Act of 2006 and MSHA safety initiatives implemented
      in
      2006 and 2007); provided that the aggregate amount of all such Capital
      Expenditures shall not exceed $5,000,000 within any consecutive period of twelve
      months.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Minimum
      Liquidity”
means
      cash and Cash Equivalents of the Credit Parties held in Cash Management Accounts
      plus
      Availability.

    


    “Minimum
      Liquidity Threshold”
has
      the
      meaning ascribed to such term in Section
      10.04.

     

    “Net
      Offering Proceeds”
means
      an amount equal to the cash and Cash Equivalents raised in any initial or
      secondary public or private offering or sale of any equity security of any
      Credit Party minus
      any
      direct, reasonable costs, fees, taxes, commissions and underwriting discounts
      incurred and paid in connection therewith.

     

    “Shelf
      Registration”
means
      that certain Registration Statement on Form S-3 filed by JRCC with the
      Securities & Exchange Commission on June 7, 2007. 

     

    (b)    Section
      1.01 of the Credit Agreement, Definitions,
      is
      hereby amended by deleting the definition of “Applicable
      Margin”
and
      substituting in lieu thereof the following:

     

    “Applicable
      Margin”
means,
      one and three quarter percentage points (1.75%) in the case of Base Rate Loans
      and two and three quarter percentage points (2.75%) in the case of LIBOR Rate
      Loans.

     

    (c)    Section
      4.04(b)
      of the
      Credit Agreement, Fees,
      is
      hereby amended by replacing the percentage of “2.00%” set forth in the second
      line thereof with the percentage of “2.75%”.

     

    (d)    Section
      9.05
      of the
      Credit Agreement, Limitation
      on Issuance of Equity Interests,
      is
      hereby amended by deleting the word “or” following clause (c) thereof and
      inserting the following new clause (e) immediately following clause (d)
      thereof:

     

    “or
      (e)
      issuances of Equity Interests (other than Disqualified Equity Interests)
      consisting solely of common stock of JRCC, under the Shelf Registration to
      the
      holders of any Indebtedness in exchange for, or as a redemption or repayment
      of,
      any or all such Indebtedness.”

     

    (d)    Section
      9.15,
      Securities
      Accounts; Deposit Accounts,
      of the
      Credit Agreement is hereby amended by deleting such Section in its entirety
      and
      inserting the following in lieu thereof:

     

    “SECTION
      9.15    Securities
      Accounts; Deposit Accounts.
      Subject
      to the Security Agreement and except as permitted by SECTION 5.01(v), it shall
      not establish or maintain any Securities Account, Deposit Account or similar
      account unless the Collateral Agent shall have received a Control Agreement
      in
      respect of such Securities Account, Deposit Account or similar account;
provided that,
      this
      requirement shall not apply to (A) any Deposit Account with an average daily
      balance of less than $100,000,
      so long
      as the aggregate daily balances in all such accounts do not exceed $1,000,000,
      (B) any payroll, withholding tax or other fiduciary account or (C) any account
      for payment of workers compensation and employment claims. Each Credit Party
      shall comply in all material respects with the provisions of each Control
      Agreement to which it is a party.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e)    Section
      9.18,
      Minimum
      Availability.
      The
      Credit Agreement is hereby amended by inserting the following as a new Section
      9.18. 

     

    “SECTION
      9.18    Minimum
      Availability.
      It
      shall not permit Availability to be less than $10,000,000 at any time, unless
      and until Consolidated EBITDA for the twelve (12)-month period ended on the
      last
      date of any fiscal quarter ending on or after September 30, 2008 as reported
      under Section
      10.01
      is
      greater than $75,000,000, from and after which date this Section
      9.18
      shall no
      longer apply.”

     

    (f)    Section
      10.01,
      Minimum
      Consolidated EBITDA,
      of the
      Credit Agreement is hereby amended by deleting such Section in its entirety
      and
      inserting the following in
      lieu
      thereof:

     

    “SECTION
      10.01    Minimum
      Consolidated EBITDA.
      The
      Credit Parties  shall
      not
      permit Consolidated EBITDA:

     

            (a)    for
      the
      nine (9) month period ending as of September 30, 2007 to be  less
      than
      $19.0 million, and

     

            (b)    for
      the
      twelve (12)-month period ending on any date set forth in the  table
      below to be less than the amount set forth opposite such date:

     

    


    
      	
              Measurement
                Period Ending

               

            	
              Consolidated
                

              EBITDA

               

            
	
              December 31,
                2007

            	
              $23.2
                million

            
	
              March
                31, 2008

            	
              $24.1
                million

            
	
              June
                30, 2008

            	
              $34.5
                million

            
	
              September
                30, 2008

            	
              $40.4
                million

            
	
              December 31,
                2008

            	
              $47.0
                million

            
	
              March
                31, 2009

            	
              $54.1
                million

            
	
              June
                30, 2009

            	
              $61.3
                million

            
	
              September
                30, 2009

            	
              $72.2
                million

            
	
              December 31,
                2009

            	
              $78.9
                million

            
	
              March
                31, 2010

            	
              $78.9
                million

            
	
              June
                30, 2010

            	
              $78.1
                million

            
	
              September
                30, 2010

            	
              $76.5
                million

            
	
              December 31,
                2010

            	
              $78.8
                million

            


    

     

    (g)    Section
      10.02,
      Leverage
      Ratio,
      of the
      Credit Agreement is hereby amended by deleting such Section in its entirety
      and
      inserting the following in lieu thereof:

     

                                                    
      “SECTION
      10.02  Leverage
      Ratio.
      The
      Credit Parties shall not permit  the
      Leverage Ratio for the Credit Parties as of any date set forth in the table
      below to be  greater
      than the amount set forth opposite such date:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              Measurement
                Period Ending

               

            	
              Leverage
                Ratio

               

            
	
              September
                30, 2007

            	
              4.5x

            
	
              December 31,
                2007

            	
              4.9x

            
	
              March
                31, 2008

            	
              5.0x

            
	
              June
                30, 2008

            	
              3.6x

            
	
              September
                30, 2008

            	
              3.0x

            
	
              December 31,
                2008

            	
              2.6x

            
	
              March
                31, 2009

            	
              2.2x

            
	
              June
                30, 2009

            	
              2.0x

            
	
              September
                30, 2009

            	
              1.7x

            
	
              December 31,
                2009

            	
              1.5x

            
	
              March
                31, 2010

            	
              1.5x

            
	
              June
                30, 2010

            	
              1.5x

            
	
              September
                30, 2010

            	
              1.6x

            
	
              December 31,
                2010

            	
              1.5x

            


    

    


    (h)      
      Section
      10.03,
      Capital
      Expenditures,
      of the
      Credit Agreement is hereby amended by deleting such Section in its entirety
      and
      inserting the following in lieu thereof:

    “SECTION
      10.03    Capital
      Expenditures.
      The
      Credit Parties shall not make or agree to make any Capital Expenditure (other
      than Mandated Capital Expenditures) for the most recently ended Fiscal Year
      that
      would cause the aggregate amount of all such Capital Expenditures made by the
      Credit Parties to exceed the amount set forth opposite such Fiscal
      Year:

    


    
      	
              Fiscal
                Year Ending

            	
              Capital
                Expenditures (other 

              than
                Mandated Capital 

              Expenditures)

            
	
              December 31,
                2007

            	
              $56.1
                million

            
	
              December 31,
                2008

            	
              $56.1
                million

            
	
              December
                31, 2009 and each 

              Fiscal
                Year thereafter

            	
              $66.0
                million

            


    

    


    provided,
      however,
      to the
      extent that actual Capital Expenditures (exclusive of Mandated Capital
      Expenditures) for any Fiscal Year are less than the maximum amount set forth
      above for such Fiscal Year, such unused amount may be carried forward and used
      only in the next Fiscal Year (where it shall be deemed to be spent
      last).”

    


    (i) Section
      10.04,
      Minimum
      Liquidity Threshold.
      The
      Credit Agreement is hereby amended by adding a new Section 10.04 as
      follows:

     

    “SECTION
      10.04    Minimum
      Liquidity Threshold.
      The
      Credit Parties shall not permit the Minimum Liquidity for the Credit Parties
      to
      be less than the amount set forth below (the “Minimum
      Liquidity Threshold”).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              Measurement
                Date

            	
              Minimum
                Liquidity

            
	
              At
                all times beginning from and after August 7, 2007 

            	
              $10
                million

            
	
              On
                December 31, 2007 

            	
              $25
                million

            
	
              On
                March 31, 2008 

            	
              $20
                million

            
	
              At
                all other times 

            	
              $10
                million

            


    

    


    provided,
      however,
      that if
      as of the end of any fiscal quarter ended on or after September 30, 2008 that
      the Credit Parties’ Consolidated EBITDA for the twelve (12)-month period ending
      on the most recent date set forth in Section 10.01 is more than $75,000,000,
      then from and after such date, the Credit Parties shall no longer be required
      to
      meet the Minimum Liquidity Threshold.”

     

    5.    Affirmation
      and Acknowledgment of the Borrowers.  The
      Borrowers hereby ratify and confirm all of their Obligations to the Lenders,
      including, without limitation, the Loans, and the Borrowers hereby affirm their
      absolute and unconditional promise to pay to the Lenders all indebtedness,
      obligations and liabilities in respect of the Loans, the Letters of Credit,
      and
      all other amounts due under the Credit Agreement and the other Loan Documents
      as
      amended hereby. The Borrowers hereby confirm that the Obligations are and remain
      secured pursuant to the Loan Documents and pursuant to all other instruments
      and
      documents executed and delivered by the Borrowers as security for the
      Obligations.

     

    6.     No
      Other Waivers, Amendments or Consents.

     

    Except
      for the waiver in Section
      2,
      the
      consents in Section
      3
      hereof
      and the amendments
      expressly set forth and referred to in Section
      4
      hereof,
      the Credit Agreement shall remain unchanged and in full force and effect. The
      waiver and consents contained herein shall not extend beyond the terms expressly
      set forth herein for such waiver and consents, nor impair any right or power
      accruing to the Administrative Agent or any Lender with respect to any other
      Default or Event of Default or any Default or Event of Default which occurs
      after the date hereof. Nothing in this Agreement is intended or shall be
      construed to be a novation of any Obligations or any part of the Credit
      Agreement or any of the other Loan Documents or to affect, modify or impair
      the
      continuity or perfection of the Administrative Agent’s Liens under the Credit
      Agreement and Loan Documents.

     

    7.    Representations,
      Warranties and Covenants.
      To
      induce the undersigned Lenders to enter into this Agreement, the Credit Parties
      hereby warrant, represent and covenant to and with to the Lenders and the
      Administrative Agent that:
      (a)
      this Agreement has been duly authorized, executed and delivered by the Credit
      Parties; (b) this Agreement and the Credit Agreement as amended hereby
      constitute legal, valid and binding obligations of the Credit Parties,
      enforceable in accordance with their respective terms; (c) after giving effect
      to this Agreement, no Default or Event of Default has occurred and is continuing
      as of this date; (d) no approval or consent of, or filing with, any governmental
      agency or authority is required to make valid and legally binding the execution,
      delivery or performance by the Credit Parties of this Agreement or the Credit
      Agreement as amended hereby; and (e) after giving effect to this Agreement,
      all
      of the representations and warranties made by the Credit Parties in the Credit
      Agreement are true and correct in all material respects on and as of the date
      of
      this Agreement (except to the extent that any such representations or warranties
      expressly referred to a specific prior date and except for changes therein
      expressly permitted or expressly contemplated by the Credit Agreement or the
      other Loan Documents). Any breach by the Credit Parties of any of its
      representations, warranties and covenants contained in this Section
      7
      shall be
      an Event of Default under the Credit Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8.    Conditions
      to Effectiveness.
      This
      Agreement shall not become effective unless and until the Administrative Agent
      has received (a) payment from the Borrowers of an amendment fee in an amount
      equal to 0.125% times
      the
      Commitments, (b) one or more counterparts of this Agreement, duly executed,
      completed and delivered by the Borrowers, the other Credit Parties and the
      Required Lenders and (c) a fully-executed amendment to the Term Credit
      Agreement, in the form attached hereto as Exhibit A.

     

    9.    Reimbursement
      of Expenses.
      The
      Borrowers hereby agree to reimburse the Administrative Agent on demand for
      all
      reasonable fees and reasonable out-of-pocket costs and expenses (including
      without limitation the reasonable and actual fees and expenses of its counsel)
      incurred by the Administrative Agent in connection with the negotiation,
      documentation and consummation of this Agreement and the other documents
      executed in connection herewith and the transactions contemplated
      hereby.

     

    10.    Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE
      AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     

    11.    Severability
      of Provisions.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or affecting the validity or enforceability of such provision
      in any other jurisdiction. To the extent permitted by applicable law, the
      Borrowers hereby waive any provision of law that renders any provision hereof
      prohibited or unenforceable in any respect.

     

    12.    Counterparts.
      This
      Agreement may be executed in any number of several counterparts, all of which
      shall be deemed to constitute but one original and shall be binding upon all
      parties, their successors and permitted assigns. Delivery of an executed
      signature page of this Agreement by facsimile transmission or electronic
      transmission shall be as effective as delivery of a manually executed
      counterpart hereof.

     

    13.    Entire
      Agreement.
      The
      Credit Agreement as amended through this Agreement embodies the entire agreement
      between the parties hereto relating to the subject matter thereof and supersedes
      all prior agreements, representations and understandings, if any, relating
      to
      the subject matter thereof. 

     

    14.    No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement.
      In the
      event an ambiguity or question of intent or interpretation arises, this
Agreement
      shall be
      construed as if drafted jointly by the parties hereto and no presumption or
      burden of proof shall arise favoring or disfavoring any party by virtue of
      the
      authorship of any provisions of this Agreement.

     

    15.    No
      Third Party Reliance.
      This
      Agreement is solely for the benefit of the parties signatory hereto, their
      successors and permitted assigns. No waiver, consent or amendment pursuant
      to
      this Agreement may be relied upon by any third parties. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    16.    Release.
      The
      Credit Parties hereby remise, release, acquit, satisfy and forever discharge
      the
      Lenders, the Administrative Agent, the Collateral Agent, and the L/C Issuer
      and
      their respective agents, employees, officers, directors, predecessors, attorneys
      and all others acting or purporting to act on behalf of or at the direction
      of
      the Lenders, the Administrative Agent, the Collateral Agent, or the L/C Issuer
      of and from any and all manner of actions, causes of action, suit, debts,
      accounts, covenants, contracts, controversies, agreements, variances, damages,
      judgments, claims and demands whatsoever, in law or in equity, which any of
      such
      parties ever had or now has against the Lenders, the Administrative Agent,
      the
      Collateral Agent, and the L/C Issuer their respective agents, employees,
      officers, directors, attorneys and all persons acting or purporting to act
      on
      behalf of or at the direction of the Lenders or the Administrative Agent
      (“Releasees”),
      for,
      upon or by reason of any matter, cause or thing whatsoever arising from, in
      connection with or in relation to the Credit Agreement or any of the other
      Loan
      Documents (including this Agreement) through the date hereof. Without limiting
      the generality of the foregoing, the Credit Parties waive and affirmatively
      agree not to allege or otherwise pursue any defenses, affirmative defenses,
      counterclaims, claims, causes of action, setoffs or other rights they do, shall
      or may have as of the date hereof, including, but not limited to, the rights
      to
      contest any conduct of the Lenders, Administrative Agent or other Releasees
      on
      or prior to the date hereof.

     

    


    [Remainder
      of page intentionally blank; next page is signature page]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Waiver, Consent and First Amendment to Revolving Credit
      Agreement to be duly executed by their respective officers or representatives
      thereunto duly authorized, as of the date first above written.


     

    
      	
              BORROWERS:

               

            
	
              JAMES
                RIVER COAL COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

               

            
	 
	
              JAMES
                RIVER COAL SERVICE COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                     Name:
                Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              LEECO,
                INC.

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              TRIAD
                MINING, INC.

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            


    

    

      
        
          


          JAMES
            RIVER COAL COMPANY

          WAIVER,
            CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SIGNATURE
            PAGE

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	
               

               

              TRIAD
                UNDERGROUND MINING, LLC

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: Member

            
	 
	
              BLEDSOE
                COAL CORPORATION

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              JOHNS
                CREEK ELKHORN COAL CORPORATION

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              JAMES
                RIVER COAL SALES, INC.

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              BLEDSOE
                COAL LEASING COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            


    

    

      
        
          


          JAMES
            RIVER COAL COMPANY

          WAIVER,
            CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SIGNATURE
            PAGE

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	
              BLUE
                DIAMOND COAL COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              MCCOY
                ELKHORN COAL CORPORATION

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              GUARANTORS:

               

            
	
              BDCC
                HOLDING COMPANY, INC.

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              EOLIA
                RESOURCES, INC.

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              SHAMROCK
                COAL COMPANY, INCORPORATED

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            


    

    

      
        
          


          JAMES
            RIVER COAL COMPANY

          WAIVER,
            CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SIGNATURE
            PAGE

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              JOHNS
                CREEK COAL COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            
	 
	
              JOHNS
                CREEK PROCESSING COMPANY

               

            
	 
	
              By:
                /s/ Peter T.
                Socha                                                          
                

            
	
                    
                Name: Peter T. Socha

            
	
                    
                Title: CEO

            


    

     

     

    
      
        
          


          JAMES
            RIVER COAL COMPANY

          WAIVER,
            CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SIGNATURE
            PAGE

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              LENDER,
                ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

               

            
	
              GENERAL
                ELECTRIC CAPITAL CORPORATION

               

            
	 
	
              By:
                /s/ Donald
                J.
                Cavanagh                                                

            
	
                    
                Name: Donald
                J. Cavanagh

            
	
                    
                Title: Duly Authorized Signatory

               

            
	 
	
              L/C
                ISSUER

               

            
	
              GE
                CAPITAL FINANCIAL, INC.

               

            
	 
	
              By:
                Craig
                Winslow                                                               
                

            
	
                    
                Name: Craig
                Winslow

            
	
                    
                Title: Duly Authorized Signatory

               

            


    

    

      
        
          


          JAMES
            RIVER COAL COMPANY

          WAIVER,
            CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

          SIGNATURE
            PAGE

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    Exhibit
      A

    


    [Term
      Loan Credit Agreement Amendment]