jrcc_8k-ex1001.htm


    
      
        

      

    

    Exhibit
10.1

     

    [EXECUTION
COPY]

     

    


    FOURTH
AMENDMENT

    TO

    REVOLVING
CREDIT AGREEMENT

     

    THIS FOURTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT (this “Agreement”), is made and
entered into as of November 12, 2009 (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
(as hereinafter defined) party hereto, 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 financial institutions from time to
time party thereto as lenders (collectively, the “Lenders”), the L/C Issuers
from time to time 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 and the L/C Issuers 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 undersigned Lenders and the Administrative Agent agree to
amend certain of the terms and provisions of the Credit Agreement, as
specifically set forth in this Agreement; and

    


    WHEREAS, the undersigned
Lenders and the Administrative Agent are prepared to amend the Credit Agreement
on the terms, subject to the conditions and in reliance on the representations
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.           Amendments
to the Credit Agreement.

     

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

     

    “Convertible Note
Debt” means unsecured Indebtedness under the Senior Convertible
Notes.

     

    “Convertible Note Debt
Documents” means the Senior Convertible Notes Indenture and all other
agreements, instruments and documents executed in connection with the Senior
Convertible Notes.

     

    “Fourth Amendment”
means the Fourth Amendment to Revolving Credit Agreement, dated as of November
12, 2009, by and among the Borrowers, the other Credit Parties party thereto,
the Administrative Agent, the Collateral Agent and the Lenders party
thereto.

     

    “Rolling Letters of
Credit” means, at any time after the termination of the “Commitments”
(including, without limitation, the “Term Letter of Credit Commitment”) under
and as defined in the Term Credit Agreement, (a) letters of credit issued by The
Bank of New York Mellon or such other letter of credit issuer reasonably
acceptable to the Administrative Agent for the account of any Borrower or any of
their Subsidiaries, which letters of credit are issued as replacement or
substitution letters of credit for any existing Term Letter of Credit, (b) any
existing Term Letter of Credit that is continued by The Bank of New York Mellon
or any other issuer thereof after the termination of the “Commitments”
(including, without limitation, the “Term Letter of Credit Commitment”) under
and as defined in the Term Credit Agreement, in each case, pursuant to
arrangements (including, without limitation, cash collateral arrangements)
reasonably satisfactory to the Administrative Agent, or (c) any existing Term
Letter of Credit that is continued under  and in accordance with the
Term Credit Agreement after the termination of the “Commitments” (including,
without limitation, the “Term Letter of Credit Commitment”) under and as defined
in the Term Credit Agreement, pursuant to arrangements (including, without
limitation, cash collateral arrangements) reasonably satisfactory to the
Administrative Agent.

     

    “Senior Convertible
Notes” means, collectively, the senior convertible notes issued by JRCC
on the terms set forth in the Senior Convertible Notes Offering
Memorandum.

     

    “Senior Convertible Notes
Indenture” means the indenture pursuant to which the Senior Convertible
Notes are issued and having substantially the same terms as the terms of the
indenture described in the Senior Convertible Notes Offering
Memorandum.

     


    
      
         


      

      
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    “Senior Convertible Notes
Offering Memorandum” means the preliminary offering memorandum for the
Senior Convertible Notes which is attached as Exhibit A to the Fourth Amendment,
as the same may be updated to reflect pricing terms attached hereto as Exhibit B
to the Fourth Amendment.

     

    “Term Letters of
Credit” means each of the letters of credit which was, on its original
date of issuance, issued for the account of any Borrower or any of their
Subsidiaries under the Term Credit Agreement prior to the termination of the
“Commitments” (including, without limitation, the “Term Letter of Credit
Commitment”) under and as defined in the Term Credit Agreement.

     

     
(b)             The
definition of the term “Equity Interests” contained in Section 1.01 of the
Credit Agreement, Definitions, is
hereby amended by inserting the following new sentence immediately following the
last sentence of such definition:

     

    “Notwithstanding
the foregoing to the contrary, the Senior Convertible Notes, prior to the
conversion thereof, shall not constitute Equity Interests in JRCC for purposes
of this Agreement (it being understood that upon the conversion in whole or in
part of any such Senior Convertible Notes into capital stock of JRCC or
warrants, options or any other rights for the purchase or other acquisition from
JRCC of shares of capital stock of JRCC, such shares of capital stock, warrants,
options or such other rights issued in connection with such conversion shall
constitute Equity Interests in JRCC).”

     

     
(c)             The
definition of the term “Letter of Credit” contained in Section 1.01 of the
Credit Agreement, Definitions, is
hereby amended by deleting the provisos at the end of such definition and
inserting the following new provisos:

     

    “; provided, however, the term
shall not include any Term Letters of Credit issued pursuant to the Term Credit
Agreement or any Rolling Letters of Credit and provided, further,
that the aggregate face amount of all Letters of Credit shall not exceed the L/C
Sublimit.”

     

    (d)           The
definition of the term “Permitted Encumbrances” contained in Section 1.01 of the
Credit Agreement, Definitions, is
hereby amended by:

     

    (i)        
    deleting the word “and” appearing at the end of clause
(h) of such definition;

     

    (ii)       
    deleting the period (“.”) at the end of clause (i) of
such definition and inserting in lieu thereof the text “; and”; and

     

    (iii)           inserting
the following new clause (j) immediately following existing clause (i) of such
definition (as amended hereby):

     

    “(j)           Liens
in favor of (x) the issuer of any Rolling Letter of Credit or (y) the Term Loan
Agent or the collateral agent under the Term Credit Agreement, in respect of
Rolling Letters of Credit described in clause (c) of the definition thereof, on
cash collateral (which may consist of cash or Cash Equivalents) provided by the
Borrowers or any Subsidiary of any Borrower to secure the reimbursement and
other obligations of such Person in respect of such Rolling Letter of Credit;
provided that
the aggregate amount of cash collateral so provided shall in no event exceed
105% of aggregate amount available to be drawn under such Rolling Letter of
Credit.”

     


    
      
         


      

      
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    (e)           The
definition of the term “Permitted Indebtedness” contained in Section 1.01 of the
Credit Agreement, Definitions, is
hereby amended by:

     

    (i)        
    deleting the word “and” appearing at the end of clause
(j) of such definition;

     

    (ii)        
   restating clause (k) of such definition as
follows:

     

    “(k)           Convertible
Note Debt in an aggregate principal amount not to exceed $175,000,000 at any
time outstanding minus the aggregate
amount of principal payments in respect thereof; provided that (i) the
final maturity of such Indebtedness shall not occur prior to December 1, 2014,
(ii) there shall be no scheduled amortization or mandatory prepayments in cash
(including, without limitation, any full or partial mandatory prepayments in
cash in connection with any conversion or other settlement of any Senior
Convertible Notes) or mandatory repayments in cash (including, without
limitation, any full or partial mandatory repayments in cash in connection with
any conversion or other settlement of any Senior Convertible Notes) of such
Indebtedness prior to December 1, 2014, except, in each case, the payment of cash in
lieu of the issuance of any fractional shares upon the conversion of any Senior
Convertible Note to the holder of such Senior Convertible Note, provided, that the
aggregate amount of all such payments of cash in lieu of the issuance of any
fractional shares shall not exceed $2,000,000 during the term of this Agreement,
(iii) the Administrative Agent shall have received not less than five (5)
Business Days prior written notice of the incurrence of such Indebtedness
(including copies of the Senior Convertible Notes Indenture and such other
Convertible Note Debt Documents that the Administrative Agent may reasonably
request in “draft” form not less than three (3) Business Days prior to the
incurrence thereof and final copies of the Senior Convertible Notes Indenture
and such other Convertible Note Debt Documents so requested by the
Administrative Agent upon the closing of such Convertible Note Debt), (iv) the
net proceeds from the issuance of such Indebtedness is applied, in part, to the
repayment in full of the outstanding Term Loan Obligations and to cash
collateralize all “Term Letter of Credit Obligations” under and as defined in
the Term Credit Agreement, such that each outstanding Term Letter of Credit
shall be continued as a Rolling Letter of Credit, (v) all excess net proceeds
from the issuance of such Indebtedness, after the repayment of the Term Loan
Obligations and the provision of cash collateral for the Term Letters of Credit,
in each case pursuant to clause (iv) above, shall be maintained in a Cash
Management Account, (vi) both before and after giving effect to the Convertible
Debt Documents, no Default or Event of Default shall exist and (vii) prior to or
concurrently with the consummation of the transactions contemplated under the
Convertible Note Debt Documents, the Administrative Agent shall have received
(A) an officer’s certificate (in form and substance reasonably satisfactory to
the Administrative Agent) from a Senior Officer of the Borrowers certifying that
the conditions set forth in this clause (k) are satisfied and (B) evidence,
reasonably satisfactory to the Administrative Agent that (x) the “Commitments”
(including, without limitation, the “Term Letter of Credit Commitment”) under
and as defined in the Term Credit Agreement has been, or concurrently with the
consummation of the transactions contemplated under the Convertible Note Debt
Documents is being, terminated and that all Liens under the Term Credit
Agreement shall secure only those reimbursement, letter of credit fee or other
obligations related solely to those Term Letters of Credit being continued as
Rolling Letters of Credit pursuant to clauses (b) and (c) of the definition of
Rolling Letters of Credit, (y) upon the termination of the “Commitments”
(including, without limitation, the “Term Letter of Credit Commitment”) under
and as defined in the Term Credit Agreement, each of the Term Letters of Credit
are either being continued, replaced or cash collateralized as Rolling Letters
of Credit in a manner reasonably satisfactory to the Administrative Agent and
(z) all consents, licenses and approvals required in connection with the
consummation by the Credit Parties of the transactions contemplated by the
Convertible Debt Documents (including without limitation, any consent or
approval required under the Term Credit Agreement) shall be in full force and
effect;”

     


    
      
         


      

      
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    (iii)           Inserting
the following new clauses (l) and (m) immediately following existing clause (k)
(as amended hereby) of such definition:

     

    “(l)           At
any time after the repayment in full of the outstanding Term Loan Obligations
and the termination of the Term Credit Agreement, Indebtedness of the Credit
Parties in respect of Rolling Letters of Credit with a stated face amount not to
exceed $60,000,000 at any time outstanding; and

     

    (m)           any
Permitted Refinancing of any of the foregoing.”

     

     
(f)          
   The definition of the term “Senior Funded Indebtedness”
contained in Section
1.01 of the Credit Agreement, Definitions, is
hereby amended by amending and restating such definition in its
entirety:

     

    “Senior Funded
Indebtedness” means the Loans (including any outstanding Letter of Credit
hereunder) and the amount of the Term Loan Obligations (as that term is defined
in the Term Credit Agreement in effect as of the date hereof), provided, however, that Senior
Funded Indebtedness shall exclude (a) any outstanding Letter of Credit issued
hereunder to the extent that such outstanding Letter of Credit is Cash
Collateralized in a manner contemplated under and in accordance with the terms
and conditions set forth in this Agreement, and (b) any outstanding Term Letter
of Credit (as that term is defined in the Term Credit Agreement in effect as of
the date hereof) or any Rolling Letter of Credit to the extent that such
outstanding Term Letter of Credit or Rolling Letter of Credit, as applicable, is
cash collateralized in a manner contemplated under and in accordance with the
terms and conditions set forth in the Term Credit Agreement or, in the case of
Rolling Letters of Credit, this Agreement.

     


    
      
         


      

      
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     (g)       
      Article VIII of the
Credit Agreement, Affirmative
Covenants, is hereby amended by inserting the following new Section 8.24,
Convertible Note Debt
Documents, following existing Section 8.23, Pledged Security
Interests:

     

    “SECTION
8.24       Convertible Note Debt
Documents.  Promptly upon the consummation of the transactions
relating to the Convertible Note Debt, and in any event within three (3)
Business Days thereafter, JRCC shall deliver to the Administrative Agent, copies
certified by a Senior Officer of JRCC as complete and correct (with such
certification to be in such Person’s capacity a Senior Officer of an Obligor and
not in such Person’s individual capacity) of each of the Convertible Note Debt
Documents, including, without limitation, any legal opinions of JRCC and counsel
for JRCC delivered in connection therewith and upon which the Administrative
Agent may rely.”

     

    (h)           Section
9.02 of the Credit Agreement, Indebtedness; Voluntary
Prepayments, is hereby amended by restating the second sentence contained
in such Section 9.02 in its entirety as follows:

     

    “The
Credit Parties shall not (a) voluntarily prepay the principal of the Term Loan
Obligations or reduce the Term Letter of Credit Commitment (as defined in the
Term Credit Agreement as in effect on the date hereof) unless (i) such
prepayment or reduction is made in connection with the repayment in full of the
outstanding Term Loan Obligations solely with the net proceeds of the
Convertible Note Debt or (ii) on a pro forma basis after giving effect to such
prepayment the Credit Parties shall have Availability in excess of twenty
million Dollars ($20,000,000), (b) voluntarily prepay the principal of the
Senior Notes (except pursuant to a Permitted Refinancing), or (c) voluntarily
prepay, repurchase, redeem, defease, or effect any settlement, in each case, in
whole or in part, of the principal of, or make any payment in respect of any
conversion of, the Convertible Note Debt, in each case, in cash (other than the payment of cash in
lieu of the issuance of any fractional shares upon the conversion of any Senior
Convertible Note to the holder of such Senior Convertible Note, provided, that the
aggregate amount of all such payments of cash in lieu of the issuance of any
fractional shares shall not exceed $2,000,000 during the term of this
Agreement), unless, in each case, immediately prior to the making of any such
payment, the Administrative Agent shall have received a certificate of a Senior
Officer of the Borrowers, in form and substance satisfactory to the
Administrative Agent, certifying and attaching calculations and projections
demonstrating that, on a pro forma basis after giving effect to such payment,
the Credit Parties shall have Availability (calculated based on trade payables
being paid currently in accordance with usual and customary standards for the
coal mining industry, expenses and liabilities being paid in the ordinary course
of business and without any deterioration of working capital and acceleration of
sales) in excess of twenty million Dollars ($20,000,000) for the period of
ninety (90) consecutive days after the making of such payment.”

     


    
      
         


      

      
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(i)         
     Section 9.05 of the Credit Agreement, Limitation on Issuance of
Equity Interests, is hereby amended by (i) deleting the word “or”
appearing at the end of clause (d) of such Section 9.05, (ii) deleting the
period (“.”) at the end of clause (e) of such Section 9.05 and inserting in lieu
thereof the following “, or (f) the issuance of (i) Securities consisting of
Senior Convertible Notes pursuant to and in accordance with the Convertible Note
Debt Documents and (ii) Equity Interests (other than any Disqualified Equity
Interest) of JRCC to the Holder of any Senior Convertible Notes in connection
with the conversion thereof in accordance with the terms of the Convertible Note
Debt Documents.”

     

     
(j)         
     Section 9.12 of the Credit Agreement, Modification of
Indebtedness, Organizational Documents and Certain Other Agreements, is
hereby amended by (i) deleting the word “or” appearing at the end of clause (c)
of such Section 9.12, (ii) deleting the period (“.”) at the end of clause (d) of
such Section 9.12 and inserting in lieu thereof the following “, or (e) the
Convertible Note Debt Documents (including, without limitation, the Senior
Convertible Notes), except any such amendments, modifications or changes
pursuant to this clause (e) that either individually or in the aggregate would
not be materially less favorable to the interests of the Administrative Agent,
any Lender, or any Credit Party,.”.

     

     
(k)          
    Section 9.15 of the Credit Agreement, Securities Accounts; Deposit
Accounts, is hereby amended by deleting the period (“.”) at the end of
the first sentence of such section and inserting in lieu thereof the following
“, or (D) with respect to any Deposit Account, Securities Account or other
account in which cash collateral for the Rolling Letters of Credit is
maintained, provided, that the
aggregate amount of cash or Cash Equivalents maintained in all such accounts at
any time does not exceed 105% of the aggregate amount available to be drawn
under all such Rolling Letters of Credit then outstanding.”

     

     
(l)         
     Section 11.01 of the Credit Agreement, Events of Default, is
hereby amended by inserting the following new paragraph (p) immediately
following existing paragraph (o):

     

    “(p)           Mandatory Repurchase of
Senior Convertible Notes.  Any event shall occur or other
condition shall exist under any Convertible Note Debt Document or otherwise, if
the effect thereof (with or without the giving of notice or lapse of time or
both) is to permit or require an acceleration, mandatory prepayment, redemption,
defeasance or other required repurchase or other payment of principal on account
of or in respect of all or any portion of the Convertible Note Debt, in each
case, in cash (other than the payment of cash in
lieu of the issuance of any fractional shares upon the conversion of any Senior
Convertible Note to the holder of such Senior Convertible Note, provided, that the
aggregate amount of all such payments of cash in lieu of the issuance of any
fractional shares shall not exceed $2,000,000 during the term of this Agreement)
or permit any holder of the Convertible Note Debt to accelerate the maturity of
the Convertible Note Debt or require the prepayment, redemption, defeasance or
other repurchase of all or any portion of the Convertible Note Debt, in each
case, in cash (other than the payment of cash in
lieu of the issuance of any fractional shares upon the conversion of any Senior
Convertible Note to the holder of such Senior Convertible Note, provided, that the
aggregate amount of all such payments of cash in lieu of the issuance of any
fractional shares shall not exceed $2,000,000 during the term of this
Agreement).”

     


    
      
         


      

      
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(m)          
  Clause (c)(iii) of Annex A of the Credit Agreement, Letters of Credit, is
hereby amended by deleting the term “Term Letter of Credit Usage” in such clause
and inserting “Letter of Credit Usage”.

    


     
(n)             The
first sentence of clause (c)(iv) of Annex A of the Credit Agreement, Letters of Credit, is
hereby amended by deleting the term “Term Letters of Credit” and inserting
“Letters of Credit”.

     

     
(o)         
   Clause (d) of Annex A of the Credit Agreement, Letters of Credit, is
hereby amended by deleting the reference to “Term Letter of Credit” in the last
sentence of such Clause and inserting in lieu thereof “Letter of
Credit”.

     

    3.           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.

     

    4.           No Other
Waivers, Amendments or Consents.

     

     
Except for the amendments expressly set forth and referred to in Section 2 hereof, the
Credit Agreement shall remain unchanged and in full force and
effect.  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.

     

    5.           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 5 shall be an
Event of Default under the Credit Agreement.

     


    
      
         


      

      
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    6.           Conditions
to Effectiveness.  This Agreement shall not become effective
unless and until the Administrative Agent has received (a) one or more
counterparts of this Agreement, duly executed, completed and delivered by the
Borrowers, the other Credit Parties and the Required Lenders and (b) one or more
counterparts of the fee letter, dated as of the date hereof (the “Fourth Amendment Fee Letter”),
duly executed, completed and delivered by the Borrowers and the Administrative
Agent.

     

    7.           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.

     

    8.           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.

     

    9.           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.

     

    10.         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 other
electronic transmission shall be as effective as delivery of a manually executed
counterpart hereof.

     

    11.         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.

     


    
      
         


      

      
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    12.         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.

     

    13.         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.

     

    14.         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]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have caused this Fourth 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

            
	 
      	 
      
	 
      	
              TRIAD
      UNDERGROUND MINING, LLC

               

               

              By:  /s/ Peter T.
      Socha                                              
      

                   
       Name:  Peter T. Socha

                 
         Title: Member

            
	 
      	 
      


    

    



    
      
         


      

      
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              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

            
	 
      	 
      
	 
      	
              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

            
	 
      	 
      


    


    
      
         


      

      
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              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

            
	 
      	 
      
	 
      	
              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

            


    

    



    
      
         


      

      
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              LENDER, ADMINISTRATIVE AGENT AND COLLATERAL
      AGENT:

               

              GENERAL
      ELECTRIC CAPITAL CORPORATION

               

               

              By:  /s/ Daniel T.
      Eubanks                                                 
      

                 
         Name:  Daniel T. Eubanks

                 
         Title:    Duly Authorized
      Signatory

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
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