Unassociated Document


    
      

    

    Exhibit 10.14

    


    AMENDMENT
      NO. 4 TO CREDIT AGREEMENT

     

    AMENDMENT
      NO. 4 TO CREDIT AGREEMENT (this "Amendment") dated as of December 27, 2006,
      to
      the CREDIT AGREEMENT dated as of May 3l, 2005, as amended by that certain
      Amendment No. 1 and Waiver dated February 22, 2006, as further amended by
      that certain Amendment No. 2 and Waiver dated May 30, 2006, and as further
      amended by that certain Amendment No. 3 and Waiver dated as of November 7,
      2006
      (as may be further amended, restated, modified or replaced, the "Credit
      Agreement"), among JAMES RIVER COAL COMPANY (the "Borrower"), the LENDERS from
      time to time party thereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative
      Agent.

     

    A.    Pursuant
      to the Credit Agreement, the Lenders have extended credit to the Borrower,
      and
      have agreed to extend credit to the Borrower, in each case pursuant to the
      terms
      and subject to the conditions set forth therein.

     

    B.    The
      Borrower has requested that the Lenders agree to amend certain provisions of
      the
      Credit Agreement, in each case pursuant to the terms and subject to the
      applicable conditions set forth herein.

     

    C.    The
      undersigned Lenders are willing, pursuant to the terms and subject to the
      applicable conditions set forth herein, to approve such amendments.

     

    D.    Capitalized
      terms used but not defined herein shall have the respective meanings assigned
      to
      them in the Credit Agreement (as amended hereby).

     

    Accordingly,
      in consideration of the mutual agreements herein contained and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and subject to the applicable conditions set forth herein, the
      parties hereto intending to be legally bound hereby agree as
      follows:

     

    SECTION
      1. Amendment
      of the Definition of Applicable Rate.
      The
      last sentence of the defined term "Applicable Rate" contained in Section 1.01
      [Defined
      Terms]
      of the
      Credit Agreement is hereby amended in its entirety as follows: 

     

    "Notwithstanding
      anything herein to the contrary, from the Fourth Amendment Effective Date and
      thereafter, the Loan ABR Spread shall be 3.50% and the Loan Eurodollar Spread
      shall be 4.75%, if, however, the Borrower consummates the Bell County
      Disposition by February 15, 2007, the Loan ABR Spread shall be decreased to
      3.00% and the Loan Eurodollar Spread shall be decreased to 4.25%."

     

    SECTION
      2. Amendment
      of Section 1.01[Defined Terms].
      Section
      1.01 [Defined
      Terms]
      of the
      Credit Agreement is hereby amended by inserting the following new definitions
      into Section 1.01 in alphabetical order thereto: 

     

    "
      'Bell
      County Disposition'
      means
      the sale by the Borrower of its equity interest in Bell County Coal Company
      pursuant to purchase and sale documents reasonably satisfactory to the
      Administrative Agent. " 

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    "
      'Fourth
      Amendment'
      means
      the Amendment No. 4 to Credit Agreement among the Borrower, the Lenders party
      thereto and the Administrative Agent dated as of the Fourth Amendment Effective
      Date. "

     

    "
      'Fourth
      Amendment Effective Date'
      means
      the date on which the Fourth Amendment becomes effective in accordance with
      its
      terms. "

     

    SECTION
      3. Amendment
      of Section 2.12(c).
      Section
      2.12(c) of the Credit Agreement is hereby amended as follows:

     

    (a)
      Clause (i)(a) of Section 2.12(c) is hereby amended in its entirety as
      follows:

     

    
      	 	
              "
                (a) 4.75% per annum for the period commencing on the Fourth Amendment
                Effective Date and thereafter, if, however, the Borrower consummates
                the
                Bell County Disposition by February 15, 2007, such rate shall decrease
                to
                4.25% per annum for the period commencing upon the consummation of
                the
                Bell County Disposition and thereafter plus".

            


    

    


    (b)
      The
      last sentence of Section 2.12(c) is hereby deleted in its entirety, which
      sentence previously read as follows: "Notwithstanding anything contrary
      contained in the Credit Agreement, the interest rate referenced in Section
      2.12(c)(i)(a) shall increase to 3.50% for the period commencing on October
      1,
      2006 and thereafter."

    


    SECTION
      4. Amendment
      of Section 5.01 [Financial Statements and Other Information].
      Section
      5.01 [Financial
      Statements and Other Information]
      of the
      Credit Agreement is hereby amended by adding the following Section 5.01(i)
      thereto: 

     

    "(i)
      within two (2) Business Days after the end of each week, its weekly management
      report for such week." 

    


    SECTION
      5. Section
      6.05 [Asset Sales].
      Section
      6.05 [Asset
      Sales]
      of the
      Credit Agreement is hereby amended by inserting at the end thereof the following
      new sentence: "Notwithstanding the provisions of this Section 6.05, so long
      as no Default or Event of Default exists at such time, the Borrower shall be
      permitted to consummate the Bell County Disposition."

     

    SECTION
      6. Section
      6.12 [Fixed Charge Coverage Ratio] Deleted.
      Article
      VI [Negative
      Covenants]
      of the
      Credit Agreement is hereby amended by deleting Section 6.12 [Fixed
      Charge Coverage Ratio].

     

    SECTION
      7. Section
      6.13 [Leverage Ratio].
      Section
      6.13 [Leverage
      Ratio]
      of the
      Credit Agreement is hereby amended in its entirety as follows: 

     

    "
      SECTION
      6.13. Leverage
      Ratio.
      The
      Borrower will not permit the Leverage Ratio as of the end of the applicable
      period set forth in the chart below to exceed the ratio as set forth below
      opposite such period: 

    


    
      
        
          
          

        

        
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              Period
                ended

               

            	
              Leverage
                Ratio

               

            
	
              December
                31, 2006 

               

            	
              4.00
                to 1.00

               

            
	
              March
                31, 2007

               

            	
              4.25
                to 1.00

               

            
	
              June
                30, 2007

               

            	
              3.80
                to 1.00

               

            
	
              September
                30, 2007

               

            	
              3.40
                to 1.00

               

            
	
              December
                31, 2007 through June 30, 2008

               

            	
              3.00
                to 1.00

               

            
	
              September
                30, 2008 through December 31, 2008

               

            	
              2.75
                to 1.00

               

            
	
              March
                31, 2009 and thereafter

               

            	
              2.50
                to 1.00 "

               

            


    

    


     

    SECTION
      8. Section
      6.15 [Maximum Capital Expenditures].
      Section
      6.15(a) of the Credit Agreement is hereby amended in its entirety as follows:
      

     

    "
      (a) The
      aggregate amount of Capital Expenditures made by the Borrower and the
      Subsidiaries in any period shall not exceed the amount set forth below opposite
      such period: 

    


    
      	
              Period

               

            	
              Amount

               

            
	
              Fiscal
                year ended December 31, 2006

               

            	
              $65,000,000

               

            
	
              Fiscal
                quarter year ended March 31, 2007 

               

            	
              $10,500,000

               

            
	
              Fiscal
                quarter year ended June 30, 2007 

               

            	
              $15,500,000

               

            
	
              Fiscal
                quarter year ended September 30, 2007 

               

            	
              $14,000,000

               

            
	
              Fiscal
                quarter year ended December 31, 2007 

               

            	
              $12,100,000

               

            
	
              Fiscal
                year ended December 31, 2008 

               

            	
              $55,000,000

               

            
	
              Fiscal
                year ended December 31, 2009 and each fiscal year
                thereafter

               

            	
              $65,000,000
                "

               

            


    

    


    


    
      
        
          
          

        

        
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    SECTION
      9. Section
      6.18 [Minimum Consolidated EBITDA].
      Section
      6.18 [Minimum
      Consolidated EBITDA]
      of the
      Credit Agreement is hereby amended in its entirety as follows: 

     

    "SECTION
      6.18. Minimum
      Consolidated EBITDA.
      The
      Borrower shall generate Consolidated EBITDA in an amount greater than or equal
      to the amounts set forth on the chart below as of the end of the applicable
      period of four consecutive fiscal quarters as set forth below:

    


    


    
      	
              Period
                ended

               

            	
              Consolidated
                EBITDA

               

            
	
              March
                31, 2007

               

            	
              $40,000,000

               

            
	
              June
                30, 2007

               

            	
              $45,000,000

               

            
	
              September
                30, 2007

               

            	
              $50,000,000

               

            
	
              December
                31, 2007 

               

            	
              $60,000,000

               

            
	
              March
                31, 2008

               

            	
              $65,000,000

               

            
	
              June
                30, 2008 and thereafter

               

            	
              $70,000,000
                "

               

            


    

    


    SECTION
      10. Section
      6.19 [Minimum Liquidity].
      Section
      6.19 [Minimum
      Liquidity]
      of the
      Credit Agreement is hereby amended in its entirety as follows: 

     

    "SECTION
      6.19. Minimum
      Liquidity.
      The
      Borrower's Liquidity shall not be less than $20,000,000 on February 28, 2007,
      as
      demonstrated to the reasonable satisfaction of the Administrative Agent together
      with the delivery to the Administrative Agent and the Lenders of books, records,
      documents and other evidence therefor."

     

    SECTION
      11. Agreement
      with respect to Credit-Linked Deposits.
      Subject
      to the conditions set forth herein, the undersigned Lenders hereby agree that
      notwithstanding the Borrower's failure to give prior notice in accordance with
      provisions of Section 2.08(c) of the Credit Agreement with respect to the
      Borrower's election to reduce the Total Credit-Linked Deposits, the Borrower
      shall be permitted, and hereby irrevocably directs the Administrative Agent
      to,
      reduce the aggregate amount Total Credit-Linked Deposits by $10,000,000 on
      December 29, 2006 and to distribute such Total Credit-Linked Deposits in
      accordance with Section 2.08(c) of the Credit Agreement. After the Fourth
      Amendment Effective Date, notwithstanding anything contained in the Credit
      Agreement to the contrary, the Borrower shall not be permitted to request
      Letters of Credit that would cause the Synthetic LC Exposure to exceed
      $65,000,000. 

     

    


    
      
        
          
          

        

        
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    SECTION
      12. Representations
      and Warranties.
      The
      Borrower represents and warrants to the Administrative Agent and the Lenders
      that:

     

    (a)    This
      Amendment has been duly authorized, executed and delivered by the Borrower
      and
      constitutes a legal, valid and binding obligation of the Borrower, enforceable
      in accordance with its 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)    None
      of
      the execution, delivery or performance by the Borrower of this Amendment or
      the
      compliance by the Borrower with the terms and provisions hereof (i) will
      contravene any material provision of any applicable law, statute, rule or
      regulation, or any order, writ, injunction or decree of any Governmental
      Authority, (ii) will conflict or be inconsistent with, or result in any breach
      of, any of the terms, covenants, conditions or provisions of, or constitute
      a
      default under, or result in the creation or imposition of (or the obligation
      to
      create or impose) any Lien upon any of the property or assets of Borrower or
      any
      of its respective Subsidiaries pursuant to the terms of any indenture, mortgage,
      deed of trust, loan agreement, credit agreement or any other material agreement
      or instrument to which Borrower or any of its respective Subsidiaries is a
      party
      or by which Borrower or any of its respective Subsidiaries or any of the
      property or assets of Borrower or any of its respective Subsidiaries are bound
      or to which Borrower or any of its respective Subsidiaries may be subject or
      (iii) will violate any provision of the certificate or articles of
      incorporation, by-laws, certificate of partnership, partnership agreement,
      certificate of limited liability company, limited liability company agreement
      or
      equivalent organizational document, as the case may be, of Borrower or any
      of
      its respective Subsidiaries.

     

    (c)    The
      representations and warranties of Borrower set forth in the Loan Documents
      are
      true and correct on and as of the date hereof, except to the extent such
      representations and warranties expressly relate to an earlier date, in which
      case such representations and warranties are true and correct as of such earlier
      date.

     

    (d)    After
      giving effect to this Amendment, no Default or Event of Default shall have
      occurred and be continuing.

     

    SECTION
      13. Amendment
      Fee.
      In
      consideration of the agreements of the Lenders contained in this Amendment,
      the
      Borrower agrees to pay to the Administrative Agent, for the account of each
      consenting Lender that delivers an executed counterpart of this Amendment to
      the
      Administrative Agent prior to 5:00 p.m., New York City time, on December 29,
      2006, an amendment fee in an amount equal to 0.25% of such Lender's Revolving
      Exposures, Synthetic LC Exposure, unused Revolving Commitments and Excess
      Credit-Linked Deposits as of such date and after giving effect to this
      Amendment.

     

    SECTION
      14. Conditions
      to Effectiveness.
      This
      Amendment shall become effective as of the date (the "Effective Date") on which
      each of the following conditions has been satisfied:

     

    (a)    the
      Administrative Agent shall have received counterparts of this Amendment that,
      when taken together, bear the signatures of the Borrower and the Required
      Lenders;

     

    


    
      
        
          
          

        

        
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    (b)    the
      Administrative Agent shall have received a certificate of a Financial Officer
      of
      the Borrower, dated the Effective Date, to the effect that the representations
      and warranties set forth in Section 12 hereof are true and correct;

     

    (c)    the
      Borrower shall have deposited with the Administrative Agent, in immediately
      available funds, the Amendment Fee referred to in Section 13 hereof for the
      account of each of the Lenders entitled thereto so as to enable the
      Administrative Agent to make payments of the Amendment Fee to each of the
      Lenders as each of them delivers an executed counterpart of this Amendment;
      

     

    (d)    to
      the
      extent invoiced, the Administrative Agent shall have received payment or
      reimbursement of its reasonable out-of-pocket expenses in connection with this
      Amendment and any other out-of-pocket expenses of the Administrative Agent
      required to be paid or reimbursed pursuant to the Credit Agreement, including
      the reasonable fees, charges and disbursements of counsel for the Administrative
      Agent; and

     

    (e)    the
      Borrower shall have delivered to the Administrative Agent and the Lenders its
      weekly management reports from December 1, 2006, including the weeks ended
      December 8, 2006, December 15, 2006 and December 22, 2006.


    


    SECTION
      15. Effect
      of Amendment.
      Except
      as specifically set forth herein, this Amendment shall not by implication or
      otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
      and remedies of the Lenders, any Agent, the Collateral Agent, the Borrower
      under
      the Credit Agreement or any other Loan Document, and shall not alter, modify,
      amend or in any way affect any of the terms, conditions, obligations, covenants
      or agreements contained in the Credit Agreement or any other Loan Document,
      all
      of which are ratified and affirmed in all respects and shall continue in full
      force and effect. Nothing herein shall be deemed to entitle the Borrower to
      a
      consent to, or a waiver, amendment, modification or other change of, any of
      the
      terms, conditions, obligations, covenants or agreements contained in the Credit
      Agreement or any other Loan Document in similar or different circumstances.
      After the date hereof, any reference to the Credit Agreement shall mean the
      Credit Agreement as amended hereby. This Amendment shall be a Loan Document
      for
      all purposes.

     

    SECTION
      16. Applicable
      Law.
      THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS
      OF THE STATE OF NEW YORK.

     

    SECTION
      17. Counterparts.
      This
      Amendment may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one agreement. Delivery of an executed signature page to this Amendment by
      facsimile or other electronic transmission shall be effective as delivery of
      a
      manually signed counterpart of this Amendment.

     

    SECTION
      18. Expenses.
      The
      Borrower agrees to reimburse the Administrative Agent for its out-of-pocket
      expenses in connection with this Amendment, including the reasonable fees,
      charges and disbursements of Buchanan Ingersoll & Rooney PC, counsel for the
      Administrative Agent.

     

    


    
      
        
          
          

        

        
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    SECTION
      19. Headings.
      The
      Section headings used herein are for convenience of reference only, are not
      part
      of this Amendment and are not to affect the construction of, or to be taken
      into
      consideration in interpreting, this Amendment.

     

    [REMAINDER
      OF THIS PAGE LEFT BLANK INTENTIONALLY]

    


    
      
        
          
          

        

        
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    [SIGNATURE
      PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT]

     

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

     

    
      
        	 	
                JAMES
                  RIVER COAL COMPANY, as Borrower

                


                


                By: 
                  /s/ Samuel M. Hopkins, II

                Name:
                  Samuel M. Hopkins, II

                Title:
                  Vice President

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
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    [SIGNATURE
      PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT]

     

    
      
        	 	
                PNC
                  BANK, NATIONAL

                ASSOCIATION,
                  as Lender and as

                Administrative
                  Agent

                


                


                By: 
                  _______________________________

                Name: 
                  _____________________________

                Title:
                  ______________________________

              


      

    

     

     

     

     

    
 

    
      
        
          
          

        

        
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    [SIGNATURE
      PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT]

     

    To
      Approve the Amendment:

    


    
      
        	 	
                Name
                  of Institution:

                


                ______________________________

                


                
                  By: 
                    _______________________________

                  Name: 
                    _____________________________

                  Title:
                    ______________________________



              


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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