Exhibit 4(c)


                    Exhibit
      4(c)

    


    FOURTEENTH
      AMENDMENT TO LOAN AGREEMENT

    


    THIS
      FOURTEENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”)
      dated
      December ___, 2005 (the “Effective
      Date”),
      is
      entered into by and among SERVICE TRANSPORT COMPANY, a Texas corporation
      (“Service
      Transport Company”),
      ADAMS
      RESOURCES EXPLORATION CORPORATION, a Delaware corporation (“Exploration”),
      BUCKLEY MINING CORPORATION, a Kentucky corporation (“Buckley
      Mining”),
      CJC
      LEASING, INC., a Kentucky corporation (“CJC”),
      CLASSIC COAL CORPORATION, a Delaware corporation (“Classic
      Coal”),
      ADA
      MINING CORPORATION, a Texas corporation (“Ada
      Mining”),
      ADA
      RESOURCES, INC., a Texas corporation (“Ada
      Resources”),
      and
      BAYOU CITY PIPELINES, INC., a Texas corporation formerly known as Bayou City
      Barge Lines, Inc. (“Bayou
      City”),
      each
      with offices and place of business at 5 Post Oak Place, 4400 Post Oak Parkway,
      27th
      Floor,
      Houston, Texas 77027 (Service Transport Company, Exploration, Buckley Mining,
      CJC, Classic Coal, Ada Mining, Ada Resources and Bayou City are hereinafter
      individually called a “Borrower”
and
      collectively called the “Borrowers”),
      and
BANK
      OF
      AMERICA, N.A.,
      a
      national banking association (“Lender”).
      Capitalized terms used but not defined in this Amendment have the meaning given
      them in the Loan Agreement (defined below).

     

    RECITALS

     

    A. Borrowers
      and Lender entered into that certain Loan Agreement dated as of October 27,
      1993
      (as amended by that certain First Amendment to Loan Agreement dated October
      27,
      1994, that certain Second Amendment to Loan Agreement dated
      December 29, 1995, that certain Third Amendment to Loan Agreement
      dated January 27, 1997, that certain Fourth Amendment to Loan Agreement dated
      September 30, 1997, that certain Fifth Amendment to Loan Agreement dated
      February 2, 1999, that certain Sixth Amendment to Loan Agreement dated October
      29, 1999, that certain Seventh Amendment to Loan Agreement dated
      March 22, 2000, that certain Eighth Amendment to Loan Agreement dated
      October 27, 2000, that certain Ninth Amendment to Loan Agreement dated March
      21,
      2002, that certain Tenth Amendment to Loan Agreement dated March 27, 2003,
      that
      certain Eleventh Amendment to Loan Agreement dated March 16, 2004, that certain
      Twelfth Amendment to Loan Agreement dated December 21, 2004, that
      certain Thirteenth Amendment to Loan Agreement dated March 30, 2005,
      and as amended, restated or supplemented from time to time, the “Loan
      Agreement”).

     

    B. Borrowers
      and Lender have agreed to amend the Loan Agreement, subject to the terms and
      conditions of this Amendment. 

     

    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are acknowledged, the undersigned hereby agree as follows:

     

    Amendments
      to Loan Agreement.
      

    


    The
      first
      sentence of Section
      1.3(a) of
      the
      Loan Agreement is deleted in its entirety, and the following is substituted
      in
      its place:

    “The
      Lender, during the period from December 21, 2004 through
      October 30, 2007, subject to the terms and conditions of this
      Agreement, agrees (i) to make loans to the Borrowers pursuant to a revolving
      credit and term loan facility up to but not in excess of the lesser of
      $10,000,000.00 or the amount of the Tranche A Borrowing Base and (ii) to make
      additional loans to the Borrowers pursuant to a revolving credit and term loan
      facility up to but not in excess of the lesser of $10,000,000.00 or the amount
      of the Tranche B Borrowing Base.” 

    


    


    The
      fourth and fifth sentences of Section
      1.3(b) of
      the
      Loan Agreement are deleted in their entirety, and the following is substituted
      in their place:

    “Commencing
      October 31, 2007, a principal payment shall be made on each Note on the last
      day
      of each October, January, April and July in an amount equal to one-eighth
      (1/8th)
      of the
      principal amount outstanding under such Note at the close of Lender’s business
      on October 31, 2007. All unpaid principal and accrued and unpaid interest on
      the
      Notes shall be due and payable on or before October 31, 2009.”

    


    Conditions.
      This Amendment shall be effective as of the Effective Date, once each of the
      following have been delivered to Lender:

    this
      Amendment executed by Borrowers and Lender;

    Guarantor’s
      Consent and Agreement; 

    Officer’s
      Certificate from each Borrower certifying as to incumbency of officers, specimen
      signatures, articles of incorporation and bylaws, and resolutions adopted by
      its
      Board of Directors authorizing this Amendment;

    Certificates
      of Existence and Good Standing of each Borrower from its jurisdiction of
      incorporation;

    Officer’s
      Certificate from Guarantor certifying as to the incumbency of officers, specimen
      signatures, its constitutional documents and resolutions adopted by the Board
      of
      Directors authorizing this Amendment and the increased amount of its obligations
      under the Guaranty; and

    such
      other documents as Lender may reasonably request. 

    


    Representations
      and Warranties.
      Each Borrower represents and warrants to Lender that (a) it possesses all
      requisite power and authority to execute, deliver and comply with the terms
      of
      this Amendment, (b) this Amendment has been duly authorized and approved by
      all
      requisite corporate action on the part of such Borrower, (c) no other consent
      of
      any Person (other than Lender) is required for this Amendment to be effective,
      (d) the execution and delivery of this Amendment does not violate its
      organizational documents, (e) the representations and warranties in the Loan
      Agreement and in each other document executed by it as security for Indebtedness
      (including, without limitation, the Security Instruments) are true and correct
      in all material respects on and as of the date of this Amendment as though
      made
      on the date of this Amendment (except
      to the extent that such representations and warranties speak to a specific
      date), (f) it is in full compliance with all covenants and agreements contained
      in the Loan Agreement and in each other document executed by it as security
      for
      Indebtedness (including, without limitation, the Security Instruments), and
      (g)
      no Default or Event of Default has occurred and is continuing. The
      representations and warranties made in this Amendment shall survive the
      execution and delivery of this Amendment. No investigation by Lender is required
      for Lender to rely on the representations and warranties in this
      Amendment.

    


    Scope
      of Amendment; Reaffirmation; Release.
      All references to the Loan Agreement shall refer to the Loan Agreement as
      amended by this Amendment. Except as affected by this Amendment, the Loan
      Agreement and Security Instruments (collectively, the “Loan
      Documents”)
      are unchanged and continue in full force and effect. However, in the event
      of
      any inconsistency between the terms of the Loan Agreement (as amended by this
      Amendment) and any other Loan Document, the terms of the Loan Agreement shall
      control and such other document shall be deemed to be amended to conform to
      the
      terms of the Loan Agreement. Each Borrower hereby reaffirms its obligations
      under the Loan Documents to which it is a party and agrees that all Loan
      Documents to which it is a party remain in full force and effect and continue
      to
      be legal, valid, and binding obligations enforceable in accordance with their
      terms (as the same are affected by this Amendment). Each Borrower hereby
      releases Lender from any liability for actions or omissions in connection with
      the Loan Agreement and the other Loan Documents prior to the date of this
      Amendment.

    


    Miscellaneous.
      

    No
      Waiver of Defaults.
      This
      Amendment does not constitute (i) a waiver of, or a consent to, (A) any
      provision of the Loan Agreement or any other Loan Document not expressly
      referred to in this Amendment, or (B) any present or future violation of, or
      default under, any provision of the Loan Documents, or (ii) a waiver of Lender’s
      right to insist upon future compliance with each term, covenant, condition
      and
      provision of the Loan Documents.

    Form.
      Each
      agreement, document, instrument or other writing to be furnished Lender under
      any provision of this Amendment must be in form and substance satisfactory
      to
      Lender and its counsel.

    Headings.
      The
      headings and captions used in this Amendment are for convenience only and will
      not be deemed to limit, amplify or modify the terms of this Amendment, the
      Loan
      Agreement, or the other Loan Documents.

    Costs,
      Expenses and Attorneys’ Fees.
      Borrowers agree to pay or reimburse Lender on demand for all its reasonable
      out-of-pocket costs and expenses incurred in connection with the preparation,
      negotiation, and execution of this Amendment, including, without limitation,
      the
      reasonable fees and disbursements of Lender’s counsel.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of each of the
      undersigned and their respective successors and permitted assigns.

    Multiple
      Counterparts.
      This
      Amendment may be executed in any number of counterparts with the same effect
      as
      if all signatories had signed the same document. All counterparts must be
      construed together to constitute one and the same instrument. This Amendment
      may
      be transmitted and signed by facsimile. The effectiveness of any such documents
      and signatures shall, subject to applicable law, have the same force and effect
      as manually-signed originals and shall be binding on Borrowers and Lender.
      Lender may also require that any such documents and signatures be confirmed
      by a
      manually-signed original; provided
      that the
      failure to request or deliver the same shall not limit the effectiveness of
      any
      facsimile document or signature.

    Governing
      Law.
      This
      Amendment and the other Loan Documents must be construed, and their performance
      enforced, under Texas law.

    Entirety.
      The
      Loan Agreement and the other Loan Documents (as amended hereby) Represent the
      Final Agreement Among Borrowers and Lender and May Not Be Contradicted by
      Evidence of Prior, Contemporaneous, or Subsequent Oral Agreements by the
      Parties. There Are No Unwritten Oral Agreements among the
      Parties.

    


     

    Amendment
      is executed as of the date set out in the preamble to this Amendment, but is
      effective for all purposes as of the Effective Date.

     

    
      	
              BORROWERS:

            	 
	
              SERVICE
                TRANSPORT COMPANY

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            	
              CLASSIC
                COAL CORPORATION

               

               

              By:      

              R.
                B. Abshire

              President
                and Treasurer

            
	
              ADAMS
                RESOURCES EXPLORATION

              CORPORATION

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            	
              ADA
                MINING CORPORATION

               

               

               

              By:      

              R.
                B. Abshire

              President
                and Treasurer

            
	
              BUCKLEY
                MINING CORPORATION 

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            	
              ADA
                RESOURCES INC. 

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            
	
              CJC
                LEASING, INC.

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            	
              BAYOU
                CITY PIPELINES, INC. 

               

               

              By:      

              R.
                B. Abshire

              Treasurer

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LENDER:

     

    BANK
      OF
      AMERICA, N.A., a national banking association

     

    By: 

    Charles
      W. Patterson

    Senior
      Vice President

    


     


    


     

    GUARANTOR’S
      CONSENT AND AGREEMENT

     

    As
      an
      inducement to Lender to execute, and in consideration of Lender’s execution of,
      this Amendment, the undersigned hereby consents to this Amendment and agrees
      that this Amendment shall in no way release, diminish, impair, reduce or
      otherwise adversely affect the obligations and liabilities of the undersigned
      under the Guaranty and any Security Instruments to which it is a party executed
      by the undersigned in connection with the Loan Agreement, or under any Loan
      Documents, agreements, documents or instruments executed by the undersigned
      to
      create liens, security interests or charges to secure any of the Indebtedness,
      all of which are in full force and effect. The undersigned further represents
      and warrants to Lender that (a) the representations and warranties in each
      Loan
      Document to which it is a party are true and correct in all material respects
      on
      and as of the date of this Amendment as though made on the date of this
      Amendment (except to the extent that such representations and warranties speak
      to a specific date), (b) it is in full compliance with all covenants and
      agreements contained in each Loan Document to which it is a party, and (c)
      no
      Default or Event of Default has occurred and is continuing. Guarantor hereby
      releases Lender from any liability for actions or omissions in connection with
      the Loan Agreement and other Loan Documents prior to the date of this Amendment.
      This Consent and Agreement shall be binding upon the undersigned, and its
      permitted assigns, and shall inure to the benefit of Lender, and its successors
      and assigns. 

     

    GUARANTOR:

     

    ADAMS
      RESOURCES & ENERGY, INC.

     

    By:      

    R.
      B.
      Abshire

    Vice
      President - Finance