Amendment No. 1 to the Second Amended and Restated Credit Agreement



 Exhibit 10.30 
 EXECUTION VERSION 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 This FIRST AMENDMENT, dated as of January 31, 2007 (this “First Amendment”), is by and among International Coal Group, Inc., a
Delaware corporation (“Holdings”), ICG, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Holdings (“Borrower”) and the Lenders (as defined below) party hereto, and is with respect to
the Second Amended and Restated Credit Agreement, dated as of June 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Borrower, the
Guarantors party thereto, the lenders party thereto (the “Lenders”), J.P. Morgan Securities Inc. and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. and CIT Capital USA Inc., as
Co-Syndication Agents, Bank of America, N.A. and Wachovia Bank, N.A., as Co-Documentation Agents, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Issuing Banks, UBS Loan Finance LLC, as Swingline Lender and UBS AG, Stamford Branch, as
Issuing Bank, Administrative Agent and Collateral Agent. Capitalized terms used but not defined in this First Amendment have the meanings given to such terms in the Credit Agreement. 
 RECITALS 
 WHEREAS, Borrower wishes to make certain amendments to the Credit
Agreement, as more particularly described in Article I of this First Amendment; and 
 WHEREAS, the Lenders party hereto are willing to agree
to such amendments on the terms and subject to the conditions contained herein. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 ARTICLE I.

 AMENDMENTS TO CREDIT AGREEMENT 
 Section 1.01 Amendments Related to Additional Revolving Commitments. 
 (a) The following
terms are added to Section 1.01 of the Credit Agreement in their proper alphabetical order: 
 “First Amendment” shall
mean the First Amendment to this Agreement, dated as of January 31, 2007. 
 “First Amendment Effective Date” shall mean
the date on which of each of the conditions set forth in Article II of the First Amendment has been either satisfied or waived. 
 (b)
Subparts (a), (e) and (f) of the definition of “Consolidated EBITDA” are deleted in their entirety and replaced respectively with the following: 







 (a) Consolidated Interest Expense for such period plus to the extent directly
related to the Transactions, amortization of debt issuance costs, debt discount or premium and other financing fees and expenses, 
 (e) the aggregate amount of charges reducing Consolidated Net Income that are directly incurred in connection with (i) the Sago Mine Incident (not to exceed $15.2 million) and (ii) the Viper Mine Incident (not to exceed $3.5
million); provided that such charges shall not be included in Consolidated EBITDA for the purposes of determining the Applicable Margin or the Commitment Fee pursuant to Annex I, 
 (f) for any twelve-month period following the twelve-month period in which the Sago Mine Incident and/or the Viper Mine Incident occurred,
the aggregate amount of any extraordinary, non-recurring charges, as certified by a Financial Officer of Borrower (not to exceed $10.0 million in any twelve-month period); provided that such extraordinary, non-recurring charges shall not be
included in Consolidated EBITDA for the purposes of determining the Applicable Margin or the Commitment Fee pursuant to Annex I, 
 (c) Paragraph (x) of the definition of “Permitted Acquisitions” is deleted in its entirety and replaced with the following: 
 (x) after giving effect to such transaction, the aggregate Acquisition Consideration for all Permitted Acquisitions shall not (A) at any time prior to January 1, 2009, exceed $50.0 million or (B) at any
time on or after January 1, 2009, exceed $150.0 million (exclusive in the case of both (A) and (B) of any amounts financed by Excluded Issuances); provided that, in each case, any Equity Interests constituting all or a portion
of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Revolving Maturity Date; and 
 (d) Sections
6.01(e)(i)(i) and (g) of the Credit Agreement are deleted in their entirety and replaced respectively with the following: 
 (e)(i)(i) such Indebtedness (other than any Indebtedness incurred pursuant to this section relating to the financing (or refinancing) of the Borrower’s headquarters in Scotts Depot, West Virginia) is incurred before or within 180 days
after such acquisition or the completion of such construction or improvement, 
 (g) Indebtedness in respect of bid,
performance, surety or Reclamation bonds issued for the account of any Company in the ordinary course of business, or any similar financial assurance obligations under Environmental Laws or worker’s compensation laws or with respect to
self-insurance obligations, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); provided
that such Indebtedness is not secured by any Lien other than a Lien described in Section 6.02(t); 
 (e) Sections 6.10(a) and
(b) of the Credit Agreement are deleted in their entirety and replaced with the following: 
 (a) Maximum Leverage
Ratio. Permit the Leverage Ratio, at any date during any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below: 
  

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	 Period
	  	Leverage Ratio
	January 1, 2007 to March 31, 2007	  	3.75 to 1.0
	April 1, 2007 to September 30, 2007	  	4.00 to 1.0
	October 1, 2007 to December 31, 2007	  	4.25 to 1.0
	January 1, 2008 to March 31, 2008	  	4.50 to 1.0
	April 1, 2008 to June 30, 2008	  	4.00 to 1.0
	July 1, 2008 to September 30, 2008	  	3.50 to 1.0
	October 1, 2008 to December 31, 2008	  	3.00 to 1.0
	January 1, 2009 and thereafter	  	2.75 to 1.0

 (b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio, at the last day of any Test Period during the periods set forth table below, to exceed the ratio set forth opposite such period in the table below: 
  

			
	 Test Period
	  	Interest Coverage Ratio
	January 1, 2007 to March 31, 2007	  	3.00 to 1.0
	April 1, 2007 to September 30, 2007	  	2.75 to 1.0
	October 1, 2007 to March 31, 2008	  	2.25 to 1.0
	April 1, 2008 to June 30, 2008	  	2.50 to 1.0
	July 1, 2008 to September 30, 2008	  	2.75 to 1.0
	October 1, 2008 to December 31, 2008	  	3.50 to 1.0
	January 1, 2009 and thereafter	  	4.00 to 1.0

 (f) The table in Section 6.10(d) of the Credit Agreement is deleted in its entirety and
replaced with the following: 
  

			
	 Period
	  	Amount (in millions)
	January 1, 2007 to December 31, 2007	  	$175,000,000
	January 1, 2008 to December 31, 2008	  	$200,000,000
	January 1, 2009 to December 31, 2009	  	$200,000,000
	January 1, 2010 to December 31, 2010	  	$200,000,000
	January 1, 2011 to December 31, 2011	  	$100,000,000

 (g) Clause (z) of the proviso in Section 6.10(d) is deleted in its entirety and replaced
with the following: 
  

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 (z) the amount set forth in the table above for any period may be increased
by an amount equal to (A) 50% of (B) the amount of (1) any Indebtedness incurred under Section 6.01(n) and/or Section 6.01(o) which a Responsible Officer of the Borrower has certified to the
Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures and (2) any Equity Interests issued under Section 6.13 which a Responsible Officer of the Borrower has certified to the
Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures, so long as the aggregate increase in Capital Expenditures permitted by this proviso since the First Amendment Effective Date does not exceed
$250.0 million. 
 (h) The table entitled “Applicable Margin for Revolving Loans, Swingline Loans and LC Participation Fee”
in Annex 1 of the Credit Agreement is deleted in its entirety and replaced with the following: 
  

							
	 	  	 Revolving Loans and Swingline Loans
 (and LC Participation Fee)
	 
	 Leverage
 Ratio*
	  	Eurodollar	 	 	ABR	 
	 Level I
 33.75:1.0
	  	3.00	%	 	2.00	%
			
	 Level II**
 <3.75:1.0 but
 32.50:1.0
	  	2.75	%	 	1.75	%
			
	 Level III
 <2.50:1.0 but
 >2.00:1.0
	  	2.50	%	 	1.50	%
			
	 Level IV
 £2.00:1.0
	  	2.25	%	 	1.25	%

 (i) A new footnote “**” is inserted in Annex 1 of the Credit Agreement as follows:
“** Note: As of the First Amendment Effective Date, the Applicable Margin shall be set at Level II and shall be adjusted, if applicable, starting April 1, 2007.” 
 (j) The table entitled “Applicable Fee” in Annex 1 of the Credit Agreement is deleted in its entirety and replaced with the following:

  

							
	 Leverage
 Ratio*
	  	 Applicable Fee (at
 any time when the
Revolving Exposure
is 3$162,500,000)
	 	 	Applicable Fee (at
any time when the
Revolving Exposure
is <$162,500,000)	 
	 Level I
 >2.00:1.0
	  	0.50	%	 	0.625	%
			
	 Level II
 £2.00:1.0
	  	0.375	%	 	0.50	%

  

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 ARTICLE II. 
 CONDITIONS TO EFFECTIVENESS 
 Section 2.01 Conditions to Consent and Certain
Amendments. The effectiveness of the amendments contained in Article I of this First Amendment are conditioned upon satisfaction of the following conditions precedent (the date on which all such conditions precedent have been satisfied being
referred to herein as the “First Amendment Effective Date”). 
 (a) Fees. 
 (i) The Arrangers and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the First
Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable legal fees and expenses of Latham & Watkins LLP, special counsel to the Agents, and the
reasonable fees and expenses of any local counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document. 
 (ii) The Administrative Agent shall have received, for the benefit of each Lender whose signature page to this First Amendment has been
received, no later than the date on which each of the other conditions in this Section 2.01 are satisfied, a fee equal to 0.25% of the aggregate Revolving Commitments, as of the First Amendment Effective Date, of each such Lender, which such
fee shall be allocated pro rata among such Lenders. 
 (b) Loan Documents. All legal matters incident to this First Amendment and the
transactions contemplated hereby and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents
required to be executed and delivered on the First Amendment Effective Date, including but not limited to, (i) this First Amendment and (ii) the consent of the Guarantors attached hereto as Exhibit A executed by each of the
Guarantors (including any persons becoming Guarantors on the date hereof). 
 (c) Officers’ Certificate. The Administrative Agent
shall have received a certificate, dated the First Amendment Effective Date and signed by the vice president and the chief financial officer of Borrower or such other person reasonably acceptable to the Administrative Agent, confirming compliance
with the conditions precedent set forth in this Section 2.01 hereof and Sections 4.02(b), (c) and (d) of the Credit Agreement. 
 (d) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arrangers, the Lenders and the Issuing Bank, a favorable written opinion of Jones Day, special counsel for the Loan
Parties, reasonably satisfactory in form and substance to the Administrative Agent, dated the First Amendment Effective Date, addressed to the Agents, the Issuing Bank and the Lenders and covering such matters relating to the transactions
contemplated by this First Amendment as the Administrative Agent shall reasonably request. 
 (e) Solvency Certificate. The
Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit N to the Credit Agreement, dated the First Amendment Effective Date and signed by the chief financial officer of Borrower or such other person
reasonably acceptable to the Administrative Agent. 
  

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 (f) Real Property Requirements. Within the 30-day period following the First Effective Amendment
Date, the Collateral Agent shall have received: 
 (i) evidence that with respect to each Mortgaged Property of each Loan
Party, each Company shall have made all modifications, registrations and filings, to the extent required by, and in accordance with, all Requirements of Law (the “Mortgage Modifications”) in order to maintain a perfected security
interest in such Mortgaged Property; and 
 (ii) local counsel opinions regarding the enforceability of the Mortgage
Modifications, in each case (A) dated the First Amendment Effective Date, (B) addressed to the Agents, the Issuing Bank and the Lenders and (C) otherwise in form and substance reasonably acceptable to the Administrative Agent.

 (g) Representations and Warranties; No Default. (i) Each of the representations and warranties contained in Article III of the
Credit Agreement shall be true and correct in all material respects as of the First Amendment Effective Date, except that any representation and warranty that is qualified as to “Materiality” or “Material Adverse Effect” shall be
true and correct in all respects as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) both before and after giving effect to this First Amendment, no
event shall have occurred and be continuing that constitutes a Default or an Event of Default. 
 ARTICLE III. 
 MISCELLANEOUS 
 Section 3.01
Execution of this First Amendment; Authorization. 
 This First Amendment is executed and shall be construed as an amendment to
the Credit Agreement and forms a part of the Credit Agreement to the extent applicable thereto. 
 Section 3.02 Representations
and Warranties. 
 Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof:

 (a) Authority; Enforceability. (i) All consents, approvals and authorizations necessary for Borrower’s and
Guarantors’ execution, delivery and performance of this First Amendment and the Consent of Guarantors have been obtained or made and (ii) this First Amendment and the Consent of Guarantors have been duly executed and delivered by Borrower
and Guarantors and constitute the legal, valid and binding obligations of Borrower and Guarantors, enforceable against Borrower and Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law 
 (b) No Conflict. Neither the execution and delivery of this First Amendment, the Consent of Guarantors nor any other agreement or instrument contemplated hereby nor the performance of, and compliance with the
terms and provisions of, this First Amendment, the Consent of Guarantors or any such other agreement or instrument by any Loan Party will, at the time of such performance, (i) violate or conflict with any provision of such Loan Party’s
articles or certificate of incorporation or bylaws or other organizational or governing documents of such Loan Party, (ii) violate, contravene or materially conflict with any Requirements of Law or any other law, regulation, order, writ,
judgment, injunction, decree or 

  

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permit applicable to such Loan Party, except for any violation, contravention or conflict which would not reasonably be expected to have a Material Adverse
Effect, (iii) (A) violate, contravene or conflict with the contractual provisions of, or cause an event of default under, any Loan Document or (B) violate, contravene or conflict with the contractual provisions of, or cause an event
of default under any other loan agreement, indenture, mortgage, deed of trust, contract or other agreement or instrument to which such Loan Party is a party or by which such Loan Party may be bound, except for any violation, contravention, conflict
or default that would not reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation of any Lien (other than those contemplated in or created in connection with the Loan Documents) upon or with respect
to such Loan Party’s properties. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other person is required in connection with the performance of and compliance with the
terms and provisions of this First Amendment, the Consent of Guarantors or any other agreement or instrument contemplated hereby. 
 (c)
Representations and Warranties in Credit Agreement. Each of the representations and warranties contained in Article III of the Credit Agreement is true and correct in all material respects, except that any representation and warranty that is
qualified as to “Materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. 

(d) No Default. Both before and after giving effect to this First Amendment, no event has occurred and is continuing that constitutes a Default
or an Event of Default. 
 Section 3.03 No Waiver. 
 Except as specifically modified pursuant to the terms of this First Amendment, the terms and conditions of the Credit Agreement and the other Loan
Documents remain in full force and effect. Nothing herein shall limit in any way the rights and remedies of the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents. The execution and delivery by the Lenders
of this First Amendment shall not constitute a waiver, forbearance or other indulgence with respect to any Default or Event of Default now existing or hereafter arising. 
 Section 3.04 Counterparts; Integration; Effectiveness. 
 This First Amendment may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This First Amendment and any agreements
referred to herein constitute the entire contract among the parties hereto relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This First
Amendment shall become effective when it shall have been executed by each of Borrower and each of the requisite Lenders, and thereafter shall be binding upon and inure to the benefit of the parties to the Credit Agreement and, subject to and in
accordance with Section 11.04 of the Credit Agreement, their respective successors and assigns; provided that the effectiveness of the consent, waiver and amendments contained herein is conditioned upon the satisfaction of the applicable
conditions set forth in Article II of this First Amendment. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy shall be as effective as delivery of a manually executed counterpart of this First Amendment.

 Section 3.05 Severability. 
 Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality or enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
  

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 Section 3.06 GOVERNING LAW. 
 THIS FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 Section 3.07 Headings. 

Article and Section headings used herein are for convenience of reference only, are not part of this First Amendment and shall not affect the
construction of, or be taken into consideration in interpreting, this First Amendment. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  

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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	 ICG, LLC,
 as
Borrower

		
	By:	 	 /s/ Bradley W. Harris

	 Name:
	 	Bradley W. Harris
	 Title:
	 	Vice President and Chief Financial Officer
	
	INTERNATIONAL COAL GROUP, INC.
		
	By:	 	 /s/ Bradley W. Harris

	 Name:
	 	Bradley W. Harris
	 Title:
	 	Vice President and Chief Financial Officer


 [SIGNATURE PAGE TO FIRST AMENDMENT] 










			
	UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director


 [SIGNATURE PAGE TO FIRST AMENDMENT] 









 EXHIBIT A 
 CONSENT OF GUARANTORS 
 Each of the undersigned is a Guarantor of the Obligations of Borrower under
the Credit Agreement and hereby (a) consents to the foregoing First Amendment, (b) acknowledges that notwithstanding the execution and delivery of the foregoing First Amendment, the obligations of each of the undersigned Guarantors are not
impaired or affected and all guaranties given to the holders of Obligations and all Liens granted as security for the Obligations continue in full force and effect, and (c) confirms and ratifies its obligations under the Credit Agreement and
each other Loan Document executed by it. Capitalized terms used herein without definition shall have the meanings given to such terms in the First Amendment to which this Consent of Guarantors is attached or in the Credit Agreement referred to
therein, as applicable. 
 IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of Guarantors as of
January 31, 2007. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 








			
	INTERNATIONAL COAL GROUP, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Senior Vice President, General Counsel and Secretary
	
	ANKER COAL GROUP, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ANKER GROUP, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ANKER POWER SERVICES, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	BRONCO MINING COMPANY, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	COALQUEST DEVELOPMENT LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Vice President and Secretary










			
	HAWTHORNE COAL COMPANY, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Vice President and Secretary
	
	HEATHER GLEN RESOURCES, INC.
		
	By:	 	 /s/ J.C. Wilkinson

	Name:	 	J.C. Wilkinson
	Title:	 	Secretary
	
	HUNTER RIDGE COAL COMPANY
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG ADDCAR SYSTEMS, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG BECKLEY, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG EAST KENTUCKY, LLC
		
	By:	 	 /s/ David G. Hammond

	Name:	 	David G. Hammond
	Title:	 	Assistant Secretary










			
	ICG EASTERN, LLC
		
	By:	 	 /s/ J.C. Wilkinson

	Name:	 	J.C. Wilkinson
	Title:	 	Secretary
	
	ICG EASTERN LAND, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG HAZARD, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Assistant Secretary
	
	ICG HAZARD LAND, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG ILLINOIS, LLC
		
	By:	 	 /s/ David G. Hammond

	Name:	 	David G. Hammond
	Title:	 	Assistant Secretary
	
	ICG, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Senior Vice President, General Counsel and Secretary










			
	ICG KNOTT COUNTY, LLC
		
	By:	 	 /s/ David G. Hammond

	Name:	 	David G. Hammond
	Title:	 	Assistant Secretary
	
	ICG NATURAL RESOURCES, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	ICG TYGART VALLEY, LLC
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	JULIANA MINING COMPANY, INC.
		
	By:	 	 /s/ J.C. Wilkinson

	Name:	 	J.C. Wilkinson
	Title:	 	Secretary
	
	KING KNOB COAL CO., INC.
		
	By:	 	 /s/ J.C. Wilkinson

	Name:	 	J.C. Wilkinson
	Title:	 	Secretary
	
	MARINE COAL SALES COMPANY
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary










			
	MELROSE COAL COMPANY, INC.
		
	 By:
	 	 /s/ David G. Hammond

	 Name:
	 	David G. Hammond
	 Title:
	 	Secretary
	
	 NEW ALLEGHENY LAND HOLDING COMPANY,
 INC.

		
	 By:
	 	 /s/ David G. Hammond

	 Name:
	 	David G. Hammond
	 Title:
	 	Secretary
	
	PATRIOT MINING COMPANY, INC.
		
	 By:
	 	 /s/ Roger L. Nicholson

	 Name:
	 	Roger L. Nicholson
	 Title:
	 	Secretary
	
	SIMBA GROUP, INC.
		
	 By:
	 	 /s/ Roger L. Nicholson

	 Name:
	 	Roger L. Nicholson
	 Title:
	 	Secretary
	
	UPSHUR PROPERTY, INC.
		
	 By:
	 	 /s/ J.C. Wilkinson

	 Name:
	 	J.C. Wilkinson
	 Title:
	 	Secretary
	
	VANTRANS, INC.
		
	 By:
	 	 /s/ J.C. Wilkinson

	 Name:
	 	J.C. Wilkinson
	 Title:
	 	Secretary












			
	VINDEX ENERGY CORPORATION
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary
	
	WHITE WOLF ENERGY, INC.
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Vice President and Secretary
	
	WOLF RUN MINING COMPANY
		
	By:	 	 /s/ Roger L. Nicholson

	Name:	 	Roger L. Nicholson
	Title:	 	Secretary