<PAGE>

                                                                    Exhibit 10.1

                                  $175,000,000

                                CREDIT AGREEMENT

                            dated as of May 28, 2004

                                      among

                               ANR HOLDINGS, LLC,

                          ALPHA NATURAL RESOURCES, LLC,
                                  as Borrower,

                            THE LENDERS PARTY HERETO,

                          CITICORP NORTH AMERICA, INC.,
                            as Administrative Agent,

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands Branch,
                              as Syndication Agent,

                                       and

                               UBS SECURITIES LLC,
                             as Documentation Agent

                         ------------------------------

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands Branch,
                                       and
                               UBS SECURITIES LLC,
                  as Joint Lead Arrangers and Joint Bookrunners

                         CITIGROUP GLOBAL MARKETS INC.,
                             as Joint Lead Arranger

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
                                                  ARTICLE I.

                                                 Definitions

SECTION 1.01.   Defined Terms...........................................................................     1
SECTION 1.02.   Terms Generally.........................................................................    28
SECTION 1.03.   Classification of Loans and Borrowings..................................................    29
SECTION 1.04.   Pro Forma Calculations..................................................................    29

                                                 ARTICLE II.

                                                 The Credits

SECTION 2.01.   Commitments.............................................................................    29
SECTION 2.02.   Loans...................................................................................    29
SECTION 2.03.   Borrowing Procedure.....................................................................    32
SECTION 2.04.   Repayment of Loans; Evidence of Debt....................................................    32
SECTION 2.05.   Fees....................................................................................    33
SECTION 2.06.   Interest on Loans.......................................................................    34
SECTION 2.07.   Default Interest........................................................................    35
SECTION 2.08.   Alternate Rate of Interest..............................................................    35
SECTION 2.09.   Termination and Reduction of Commitments; Return and Reduction of
                Credit-Linked Deposits..................................................................    36
SECTION 2.10.   Conversion and Continuation of Borrowings...............................................    36
SECTION 2.11.   Prepayment..............................................................................    38
SECTION 2.12.   Mandatory Prepayments...................................................................    38
SECTION 2.13.   Reserve Requirements; Change in Circumstances...........................................    39
SECTION 2.14.   Change in Legality......................................................................    41
SECTION 2.15.   Indemnity...............................................................................    42
SECTION 2.16.   Pro Rata Treatment......................................................................    42
SECTION 2.17.   Sharing of Setoffs......................................................................    42
SECTION 2.18.   Payments................................................................................    43
SECTION 2.19.   Taxes...................................................................................    43
SECTION 2.20.   Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.................    45
SECTION 2.21.   Swingline Loans.........................................................................    46
SECTION 2.22.   Letters of Credit.......................................................................    48
SECTION 2.23.   Credit-Linked Deposit Account...........................................................    53

                                                 ARTICLE III.

                                        Representations and Warranties
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                         <C>
SECTION 3.01.   Organization; Powers....................................................................    54
SECTION 3.02.   Authorization; No Conflicts.............................................................    54
SECTION 3.03.   Enforceability..........................................................................    55
SECTION 3.04.   Governmental Approvals..................................................................    55
SECTION 3.05.   Financial Statements....................................................................    55
SECTION 3.06.   No Material Adverse Change..............................................................    56
SECTION 3.07.   Title to Properties; Possession Under Leases............................................    56
SECTION 3.08.   Subsidiaries............................................................................    56
SECTION 3.09.   Litigation; Compliance with Laws........................................................    56
SECTION 3.10.   Agreements..............................................................................    57
SECTION 3.11.   Federal Reserve Regulations.............................................................    57
SECTION 3.12.   Investment Company Act; Public Utility Holding Company Act..............................    58
SECTION 3.13.   Use of Proceeds.........................................................................    58
SECTION 3.14.   Tax Returns.............................................................................    58
SECTION 3.15.   No Material Misstatements...............................................................    58
SECTION 3.16.   Employee Benefit Plans..................................................................    59
SECTION 3.17.   Environmental Law and Mining Law........................................................    59
SECTION 3.18.   Insurance...............................................................................    60
SECTION 3.19.   Security Documents......................................................................    61
SECTION 3.20.   Location of Real Property...............................................................    61
SECTION 3.21.   Labor Matters...........................................................................    62
SECTION 3.22.   Liens...................................................................................    62
SECTION 3.23.   Intellectual Property...................................................................    62
SECTION 3.24.   Solvency................................................................................    62
SECTION 3.25.   Bonding Capacity; Travelers Bonding.....................................................    63
SECTION 3.26.   Permit Blockage.........................................................................    63
SECTION 3.27.   Coal Act; Black Lung Act................................................................    63
SECTION 3.28.   Anti-Terrorism Laws.....................................................................    63

                                                 ARTICLE IV.

                                            Conditions of Lending

SECTION 4.01.   All Credit Events.......................................................................    64
SECTION 4.02.   First Credit Event......................................................................    65

                                                  ARTICLE V.

                                            Affirmative Covenants

SECTION 5.01.   Existence; Businesses and Properties....................................................    68
SECTION 5.02.   Insurance...............................................................................    68
SECTION 5.03.   Obligations and Taxes...................................................................    69
SECTION 5.04.   Financial Statements, Reports, etc......................................................    69
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                         <C>
SECTION 5.05.   Litigation and Other Notices............................................................    70
SECTION 5.06.   Information Regarding Collateral........................................................    71
SECTION 5.07.   Maintaining Records; Access to Properties and Inspections; Environmental Assessments....    71
SECTION 5.08.   Use of Proceeds.........................................................................    72
SECTION 5.09.   Additional Collateral, etc..............................................................    72
SECTION 5.10.   Further Assurances......................................................................    74
SECTION 5.11.   Maintenance of a Rating.................................................................    75
SECTION 5.12.   Environmental and Mining Laws, Etc......................................................    75

                                                 ARTICLE VI.

                                              Negative Covenants

SECTION 6.01.   Indebtedness............................................................................    76
SECTION 6.02.   Liens...................................................................................    77
SECTION 6.03.   Sale and Lease-Back Transactions........................................................    79
SECTION 6.04.   Investments, Loans and Advances.........................................................    79
SECTION 6.05.   Mergers, Consolidations, Sales of Assets and Acquisitions...............................    80
SECTION 6.06.   Restricted Payments; Restrictive Agreements.............................................    81
SECTION 6.07.   Transactions with Affiliates............................................................    82
SECTION 6.08.   Business of Holdings, the Borrower and Subsidiaries; Limitation on Hedging Agreements...    83
SECTION 6.09.   Other Indebtedness and Agreements.......................................................    83
SECTION 6.10.   Capital Expenditures....................................................................    84
SECTION 6.11.   Interest Coverage Ratio.................................................................    84
SECTION 6.12.   Leverage Ratio..........................................................................    84
SECTION 6.13.   Fiscal Year.............................................................................    84

                                                 ARTICLE VII.

                                              Events of Default

                                                ARTICLE VIII.

                                         The Agents and the Arrangers

                                                 ARTICLE IX.

                                                Miscellaneous

SECTION 9.01.   Notices.................................................................................    90
SECTION 9.02.   Survival of Agreement...................................................................    90
SECTION 9.03.   Binding Effect..........................................................................    91
SECTION 9.04.   Successors and Assigns..................................................................    91
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
SECTION 9.05.   Expenses; Indemnity....................................................................     94
SECTION 9.06.   Right of Setoff........................................................................     96
SECTION 9.07.   Applicable Law.........................................................................     96
SECTION 9.08.   Waivers; Amendment.....................................................................     96
SECTION 9.09.   Interest Rate Limitation...............................................................     97
SECTION 9.10.   Entire Agreement.......................................................................     97
SECTION 9.11.   WAIVER OF JURY TRIAL...................................................................     98
SECTION 9.12.   Severability...........................................................................     98
SECTION 9.13.   Counterparts...........................................................................     98
SECTION 9.14.   Headings...............................................................................     98
SECTION 9.15.   Jurisdiction; Consent to Service of Process............................................     98
SECTION 9.16.   Confidentiality........................................................................     99
SECTION 9.17.   Delivery of Lender Addenda.............................................................    100
</TABLE>

<TABLE>
<CAPTION>
Exhibits and Schedules
----------------------
<S>                        <C>
Exhibit  A                 Form of Administrative Questionnaire
Exhibit  B                 Form of Affiliate Subordination Agreement
Exhibit  C                 Form of Assignment and Acceptance
Exhibit  D                 Form of Borrowing Request
Exhibit  E                 Form of Guarantee and Collateral Agreement
Exhibit  F                 Form of Lender Addendum
Exhibit  G                 Form of Mortgage (Owned or Leased Real Property)
Exhibit  H                 Form of Perfection Certificate
Exhibit  I                 Form of Note
Exhibit  J                 Form of Opinion of Bartlit Beck Herman Palenchar & Scott LLP
Exhibit  K                 Form of Opinion of Vaughn R. Groves

Schedule  1.01(a)          Mortgaged Properties
Schedule  1.01(b)          Specified Equipment
Schedule  1.01(c)          Subsidiary Guarantors
Schedule  3.08             Subsidiaries
Schedule  3.17             Environmental Law and Mining Law
Schedule  3.18             Insurance
Schedule  3.19(a)          UCC Filing Offices
Schedule  3.19(c)          Mortgage Filing Offices
Schedule  3.20             Owned and Leased Real Property
Schedule  4.02(m)          Third Party Consents
Schedule  6.01             Existing Indebtedness
Schedule  6.02             Existing Liens
Schedule  6.04             Existing Investments
</TABLE>

                                       iv
<PAGE>

      CREDIT AGREEMENT dated as of May 28, 2004 (this "Agreement"), among ANR
HOLDINGS, LLC, a Delaware limited liability company ("Holdings"), ALPHA NATURAL
RESOURCES, LLC, a Delaware limited liability company (the "Borrower"), the
LENDERS from time to time party hereto, CitICORP NORTH AMERICA, INC., as
administrative agent (in such capacity, the "Administrative Agent") and as
collateral agent (in such capacity, the "Collateral Agent"), CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as syndication agent (in such
capacity, the "Syndication Agent"), UBS SECURITIES LLC, as documentation agent
(in such capacity, the "Documentation Agent"), CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch, UBS SECURITIES LLC and CitiGROUP
global markets inc., as joint lead arrangers (in such capacities, collectively,
the "Arrangers"), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands Branch, and UBS SECURITIES LLC, as joint bookrunners (in such
capacities, collectively, the "Bookrunners").

      The parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

      SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Active Operating Properties" shall mean all property covered by
outstanding Permits (a) issued to any of the Loan Parties or (b) to be
transferred to any of the Loan Parties in connection with a completed
acquisition of assets or Equity Interests by any of the Loan Parties, but shall
exclude all property covered by outstanding Permits which any of the Loan
Parties are contractually bound to transfer to another person pursuant to a
completed disposition of assets or Equity Interests.

      "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing
or Credit-Linked Deposit for any Interest Period, an interest rate per annum
equal to the product of (a) the LIBO Rate in effect for such Interest Period and
(b) Statutory Reserves.

      "Administrative Agent" shall have the meaning assigned to such term in the
preamble.

      "Administrative Agent Fees" shall have the meaning assigned to such term
in Section 2.05(b).

      "Administrative Questionnaire" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such other form as may be supplied from time to
time by the Administrative Agent.

<PAGE>

      "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, that, for purposes of Section 6.07, the term
"Affiliate" shall also include any person that directly or indirectly owns 5% or
more of any class of Equity Interests of the person specified or that is an
officer or director of the person specified.

      "Affiliate Subordination Agreement" shall mean an Affiliate Subordination
Agreement in the form of Exhibit B pursuant to which intercompany obligations
and advances owed by any Loan Party are subordinated to the Obligations.

      "Agents" shall have the meaning assigned to such term in Article VIII.

      "Aggregate Revolving Credit Exposure" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

      "Agreement" shall have the meaning assigned to such term in the preamble.

      "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective as of the opening of business on the effective date of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.

      "AMCI" shall mean American Metals & Coal International Corp.

      "Anti-Terrorism Laws" shall mean Executive Order No. 13224, the Patriot
Act, the laws comprising or implementing the Bank Secrecy Act and the laws
administered by the United States Treasury Department's Office of Foreign Asset
Control (each as from time to time in effect) and any similar laws relating to
terrorism.

      "Applicable Margin" shall mean, for any day, for each Type of Loan, the
rate per annum set forth under the relevant column heading below based upon the
Leverage Ratio as of the relevant date of determination:

<TABLE>
<CAPTION>
                                    EURODOLLAR LOANS
                                     AND SWINGLINE       ABR LOANS AND
         LEVERAGE RATIO                  LOANS          SWINGLINE LOANS
         --------------            ------------------   ----------------
<S>                                <C>                  <C>
Category 1                               3.00%               2.00%
Greater than 3.00 to 1.00

Category 2
Greater than 2.00 to 1.00 but            2.75%               1.75%
less than or equal to 3.00 to
1.00

Category 3                               2.50%               1.50%
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                      <C>                 <C>
Greater than 1.50 to 1.00 but
less than or equal to 2.00 to
1.00

Category 4
Less than or equal to 1.50 to
1.00                                     2.25%               1.25%
</TABLE>

      Each change in the Applicable Margin resulting from a change in the
Leverage Ratio shall be effective with respect to all Loans, Commitments and
Letters of Credit outstanding on or after the date of delivery to the
Administrative Agent of the financial statements and certificates required by
Section 5.04(a) or (b) and Section 5.04(d), respectively, indicating such change
until the date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change. Notwithstanding the
foregoing, until the Borrower shall have delivered the financial statements and
certificates required by Section 5.04(a) and Section 5.04(d), respectively, for
the period ended on December 31, 2004 covering a period of at least six full
months after the Closing Date, the Leverage Ratio shall be deemed to be in
Category 2 for purposes of determining the Applicable Margin. In addition, at
any time during which the Borrower has failed to deliver the financial
statements and certificates as and when required by Section 5.04(a) or (b) and
Section 5.04(d), respectively, the Leverage Ratio shall be deemed to be in
Category 1 for purposes of determining the Applicable Margin until the date on
which the Borrower shall deliver such financial statements and certificates.

      "Arrangers" shall have the meaning assigned to such term in the preamble.

      "Asset Sale" shall mean the sale, lease, sale and leaseback, assignment,
conveyance, transfer, issuance or other disposition (by way of merger, casualty,
condemnation or otherwise, but not including, for the avoidance of doubt, any
consensual termination or buyout of any coal supply agreement involving the
applicable counterparty thereto) by Holdings, the Borrower or any of the
Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor
of (a) any Equity Interests of any of the Subsidiaries (other than directors'
qualifying shares) or (b) any other assets of Holdings, the Borrower or any of
the Subsidiaries, including Equity Interests of any person that is not a
Subsidiary; provided that any asset sale or series of related asset sales
described in clause (b) above having a value not in excess of $50,000 shall be
deemed not to be an "Asset Sale" for purposes of this Agreement; provided,
further, that the following shall also be deemed not to be an "Asset Sale" for
purposes of this Agreement: (i) any sale, lease, assignment, conveyance,
transfer, issuance or other disposition, in each case, in the ordinary course of
business of (A) inventory (including without limitation coal and related
products and mining equipment held for sale), (B) obsolete or worn out assets,
(C) scrap, (D) dispositions of Maxxim Equipment by Maxxim and (E) Permitted
Investments; (ii) dispositions between Subsidiaries that are not Subsidiary
Guarantors; (iii) operating leases or subleases or licenses or sublicenses
(including with respect to contract mining agreements) in the ordinary course of
business; (iv) any Excluded Sale and Lease-Back; (v) the sale and lease back
(pursuant to an operating lease) of the Specified Equipment in an arms-length
transaction (including with respect to price and terms) with a financial
institution that is not an Affiliate of the Borrower consummated within 180 days
of the Closing Date; (vi) the discount, in each case in the ordinary course of
business and without recourse, of overdue accounts receivable arising in the
ordinary

                                       3
<PAGE>

course of business, but only in connection with the compromise or collection
thereof consistent with customary industry practice (and not as part of any bulk
sale or financing transaction); or (vii) the sale or transfer of assets to the
extent constituting an Investment permitted under Section 6.04 (the foregoing
sales or dispositions set forth in clauses (i) through (vii) of this definition,
being referred to herein as "Excluded Asset Sales").

      "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any person whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit C or such other form as shall be approved by the
Administrative Agent.

      "Benchmark LIBO Rate" shall have the meaning assigned to such term in
Section 2.23(b).

      "Benefit Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Tax Code or Section 307 of ERISA, and in respect of which the
Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

      "Black Lung Act" shall mean, collectively, the Black Lung Benefits Revenue
Act of 1977, as amended, and the Black Lung Benefits Reform Act of 1977, as
amended.

      "Blocked Person" shall have the meaning assigned to such term in Section
3.28.

      "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

      "Bookrunners" shall have the meaning assigned to such term in the
preamble.

      "Borrower" shall have the meaning assigned to such term in the preamble.

      "Borrowing" shall mean (a) Loans of the same Class and Type made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

      "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit D, or
such other form as shall be approved by the Administrative Agent.

      "Breakage Event" shall have the meaning assigned to such term in Section
2.15.

      "Business Day" shall mean any day other than a Saturday, Sunday or day on
which commercial banks in New York City are authorized or required by law to
close; provided, however, that when used in connection with a Eurodollar Loan
(including with respect to all notices and determinations in connection
therewith and any payments of principal, interest or other amounts thereon), the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

                                       4
<PAGE>

      "Capital Expenditures" shall mean, for any period, with respect to any
person, (a) the additions to property, plant and equipment and other capital
expenditures of such person and its consolidated subsidiaries that are (or
should be) set forth in a consolidated statement of cash flows of such person
for such period prepared in accordance with GAAP; provided that the purchase
price paid for all fixed assets that are the subject of an Excluded Sale and
Lease-Back shall not be included for purposes of this definition, and (b)
Capital Lease Obligations incurred by such person and its consolidated
subsidiaries during such period.

      "Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.

      "CGMI" shall mean Citigroup Global Markets Inc.

      A "Change in Control" shall be deemed to have occurred if (a) at any time
prior to a Qualified IPO, the Permitted Holders shall fail to own directly or
indirectly, beneficially and of record, Equity Interests representing at least
50% of the aggregate ordinary voting power and aggregate equity value
represented by the issued and outstanding Equity Interests in Holdings; (b)
after a Qualified IPO, the Permitted Holders shall fail to own directly or
indirectly, beneficially and of record, Equity Interests representing at least
35% of the aggregate ordinary voting power and aggregate equity value
represented by the issued and outstanding Equity Interests in Holdings; (c) at
any time prior to a Qualified IPO, any "person" or "group" (within the meaning
of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date
hereof) other than First Reserve and its Control Investment Affiliates shall own
directly or indirectly, beneficially or of record, Equity Interests representing
a greater percentage of either the aggregate ordinary voting power or the
aggregate equity value represented by the issued and outstanding Equity
Interests in Holdings then held, directly or indirectly, beneficially and of
record, by First Reserve and its Control Investment Affiliates; (d) a majority
of the seats (other than vacant seats) on the board of directors of Holdings
shall at any time be occupied by persons who are not Continuing Directors; (e)
Holdings shall at any time fail to own directly or indirectly, beneficially and
of record, 100% of each class of issued and outstanding Equity Interests in the
Borrower free and clear of all Liens (other than Liens created by the Guarantee
and Collateral Agreement); or (f) any change of control (or similar event,
however denominated) with respect to Holdings, the Borrower or any Subsidiary
shall occur under and as defined in the Senior Note Documents.

      "Change in Law" shall mean (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.13, by any lending office of such Lender or
by such Lender's or Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                                       5
<PAGE>

      "Charges" shall have the meaning assigned to such term in Section 9.09.

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment, Swingline Commitment
or Credit-Linked Deposit.

      "Closing Date" shall mean the date of the first Credit Event.

      "Closing Date Distribution" shall mean Holdings' pro rata cash
distributions to the Common Sharing Ratio holders of Holdings' Equity Interests
on the Closing Date in an aggregate amount not to exceed $110,000,000.

      "CNAI" shall mean Citicorp North America, Inc.

      "Coal Act" shall mean the Coal Industry Retiree Health Benefits Act of
1992, as amended.

      "Coal Supply Agreements" shall mean those contracts entered into by the
Borrower or any of the Subsidiaries from time to time for the sale, purchase,
exchange, processing or handling of coal with an initial term of more than one
year.

      "Collateral" shall mean all property and assets of the Loan Parties, now
owned or hereafter acquired, upon which a Lien is purported to be created by any
Security Document, and shall include the Mortgaged Properties.

      "Collateral Agent" shall have the meaning assigned to such term in the
preamble.

      "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Swingline Commitment and Credit-Linked Deposit.

      "Commitment Fee" shall have the meaning assigned to such term in Section
2.05(a).

      "Commitment Fee Rate" shall mean a rate per annum equal to 0.50%; provided
that at any time after the Borrower shall have delivered the financial
statements and certificates required by Section 5.04(a) and Section 5.04(d),
respectively, for the period ended on December 31, 2004 and so long as no
Default shall have occurred and be continuing at such time, such per annum rate
shall equal the following: (a) 0.50%, if the average daily unused amount of the
average Revolving Credit Commitment during the preceding quarter (or other
applicable period) shall be equal to 66 2/3% or more of such average Revolving
Credit Commitment, (b) 0.375%, if the average daily unused amount of the average
Revolving Credit Commitment during the preceding quarter (or other applicable
period) shall be greater than 33 1/3% but less than 66 2/3% of such average
Revolving Credit Commitment and (c) 0.25%, if the average daily unused amount of
the average Revolving Credit Commitment during the preceding quarter (or other
applicable period) shall be 33 1/3% or less of such average Revolving Credit
Commitment.

      "Commitment Letter" shall mean the Commitment Letter dated as of April 23,
2004, among the Borrower, CSFB, UBS, UBSS, CNAI and CGMI.

                                       6
<PAGE>

      "Common Sharing Ratio" shall mean the percentage interest of Holdings'
members in distributions, voting rights and other incidents of ownership of
Holdings allocated to the Common Sharing Ratios in the Holdings Limited
Liability Company Agreement.

      "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of the Borrower dated May 2004.

      "Consolidated EBITDA" shall mean, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) Consolidated Interest
Expense for such period, (ii) provision for taxes based on income, profits or
capital (including state, franchise and similar taxes) for such period, (iii)
all amounts attributable to depreciation, depletion and amortization for such
period, including amortization of debt discount and debt issuance costs, (iv)
any non-recurring transaction fees, expenses or charges relating to any offering
(including a Qualified IPO), Investment or incurrence of Indebtedness, in each
case, permitted under this Agreement, including the Transactions and (v) any
other non-cash charges (other than the write-down of current assets) for such
period (provided that to the extent that all or any portion of the income of any
person is excluded from Consolidated Net Income pursuant to the definition
thereof for all or any portion of such period any amounts set forth in the
preceding clauses (i) through (v) that are attributable to such person shall not
be included for purposes of this definition for such period or portion thereof),
and minus (b) without duplication (i) all cash payments made during such period
(x) on account of reserves, restructuring charges and other non-cash charges
added to Consolidated Net Income pursuant to clause (a)(v) above in a previous
period and (y) on account of taxes added to Consolidated Net Income pursuant to
clause (a)(ii) above in a previous period and (ii) to the extent included in
determining such Consolidated Net Income, all non-cash items of income for such
period, all determined on a consolidated basis in accordance with GAAP; provided
that for purposes of calculating Consolidated EBITDA for any period (A) the
Consolidated EBITDA of any Acquired Entity or Acquired Assets acquired by the
Borrower or any Subsidiary pursuant to a Permitted Acquisition during such
period shall be included on a pro forma basis for such period (assuming the
consummation of such acquisition and the incurrence or assumption of any
Indebtedness in connection therewith occurred as of the first day of such
period) and (B) the Consolidated EBITDA of any person or line of business sold
or otherwise disposed of by the Borrower or any Subsidiary during such period
shall be excluded for such period (assuming the consummation of such sale or
other disposition and the repayment of any Indebtedness in connection therewith
occurred as of the first day of such period). Notwithstanding anything to the
contrary contained herein, Consolidated EBITDA calculated pursuant to this
definition shall be deemed to be $19,000,000 and $16,800,000 for the fiscal
quarters ended December 31, 2003 and March 31, 2004, respectively.

      "Consolidated Interest Expense" shall mean, for any period, the cash
interest expense (including imputed interest expense in respect of Capital Lease
Obligations and Synthetic Lease Obligations and all commissions, discounts and
other fees and charges with respect to letters of credit and bankers' acceptance
financing) of the Borrower and the Subsidiaries for such period, net of interest
income, in each case determined on a consolidated basis in accordance with GAAP.
For purposes of the foregoing, interest expense shall be determined after giving
effect to any net payments made or received by the Borrower or any Subsidiary
with respect to interest rate Hedging Agreements.

                                       7
<PAGE>

      "Consolidated Net Income" shall mean, for any period, the net income or
loss before cumulative effect of change of accounting of the Borrower and the
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded (a) the income of any
Subsidiary to the extent that the declaration or payment of dividends or similar
distributions by the Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, statute, rule or governmental regulation applicable to such Subsidiary,
unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived, (b) the income or loss of any person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary or the date that such person's
assets are acquired by the Borrower or any Subsidiary, (c) the income of any
person (other than a Subsidiary) in which any other person (other than the
Borrower or a wholly owned Subsidiary or any director holding qualifying shares
in accordance with applicable law) has an interest, except to the extent of the
amount of dividends or other distributions actually paid to the Borrower or a
wholly owned Subsidiary by such person during such period, and (d) any
extraordinary gains or losses.

      "Continuing Directors" shall mean, at any time, any member of the board of
directors of Holdings who (a) was a member of such board of directors on the
Closing Date, (b) was nominated for election or elected to such board of
directors with the approval of a majority of the Continuing Directors who were
members of such board of directors at the time of such nomination or election or
(c) was nominated for election or elected to such board of directors in
accordance with the Holdings Member Agreement.

      "Control" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" shall have meanings correlative
thereto.

      "Control Investment Affiliates" shall mean, with respect to any person,
any other person that (a) directly or indirectly, is in control of, is
controlled by, or is under common control with, such person and (b) is organized
by such person primarily for the purpose of making equity or debt investments in
one or more companies.

      "Credit Event" shall have the meaning assigned to such term in Section
4.01.

      "Credit-Linked Deposit" shall mean, with respect to each Lender, the cash
deposit, if any, made by such Lender pursuant to Section 2.22(d), as the same
may be (a) reduced from time to time pursuant to Section 2.02(f) or 2.09(b) and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.

      "Credit-Linked Deposit Account" shall mean, collectively, one or more
operating and/or investment accounts of, and established by, the Administrative
Agent under its sole and exclusive control and maintained at the office of the
Administrative Agent, in any such case that shall be used for the purposes set
forth in Article II.

      "CSFB" shall mean Credit Suisse First Boston, acting through its Cayman
Islands Branch.

                                       8
<PAGE>

      "Default" shall mean any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would constitute an Event of
Default.

      "Documentation Agent" shall have the meaning assigned to such term in the
preamble.

      "dollars" or "$" shall mean lawful money of the United States of America.

      "Domestic Subsidiaries" shall mean all Subsidiaries incorporated, formed
or organized under the laws of the United States of America, any State thereof
or the District of Columbia.

      "Environmental and Mining Liability" shall mean all liabilities,
obligations, damages, losses, claims, actions, suits, judgments, orders, fines,
penalties, fees, expenses and costs (including administrative oversight costs,
natural resource damages and remediation costs), whether contingent or
otherwise, arising out of or relating to (a) compliance or non-compliance with
any Environmental Law or Mining Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials,
(e) the reclamation of any current or former mines or (f) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

      "Environmental Laws" shall mean all applicable current and future federal,
state, local and foreign laws (including common law), treaties, regulations,
rules, ordinances, codes, decrees, judgments, directives, orders (including
consent orders) and agreements, in each case, relating to (a) protection of the
environment, natural resources, human health and safety, (b) the presence,
Release of, or exposure to, Hazardous Materials or (c) the generation,
manufacture, processing, distribution, use, treatment, storage, transport,
recycling or handling of, or the arrangement for such activities with respect
to, Hazardous Materials. Environmental Laws shall include: the Comprehensive
Environmental Response, Compensation, and Liability Act; the Resource
Conservation and Recovery Act; the Toxic Substances Control Act; the Federal
Water Pollution Control Act; the Hazardous Materials Transportation Act; the
Clean Air Act; the Safe Drinking Water Act; the Occupational Safety and Health
Act; the Federal Insecticide, Fungicide and Rodenticide Act; and the Endangered
Species Act, each as from time to time in effect, and any comparable state and
local laws or regulations.

      "Environmental Permits" shall mean all any and all Permits required under
any applicable Environmental Law.

      "Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person a right, option or
warrant to acquire, such equity interests or such convertible or exchangeable
obligations.

      "Equity Issuance" shall mean any issuance or sale by Holdings or the
Borrower of any Equity Interests of Holdings or the Borrower, as applicable, for
cash or the receipt by Holdings or the Borrower of any cash capital
contribution, as applicable, except in each case for (a) in the case of the
Borrower, any issuance or sale to, or any receipt of any capital contribution
from, Holdings, (b) any issuance of directors' qualifying shares and (c) sales
or issuances of Equity

                                       9
<PAGE>

Interests of Holdings to management or employees of Holdings, the Borrower or
any Subsidiary under any employee stock option or stock purchase plan or
employee benefit plan or similar plan or agreement in existence from time to
time in the ordinary course of business.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Tax Code, or solely for purposes of Section
302 of ERISA and Section 412 of the Tax Code, is treated as a single employer
under Section 414 of the Tax Code.

      "ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Benefit
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Benefit Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Tax Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(d) of the Tax Code
or Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Benefit Plan; (d) the incurrence by the Borrower or
any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Benefit Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Benefit Plan
or Multiemployer Plan; (e) the receipt by the Borrower or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any underfunded Benefit Plan or Plans or to appoint a
trustee to administer any Benefit Plan; (f) the adoption of any amendment to a
Benefit Plan that would require the provision of security pursuant to Section
401(a)(29) of the Tax Code or Section 307 of ERISA; (g) the receipt by the
Borrower or any of its ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a
"prohibited transaction" with respect to which the Borrower or any of the
Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of
the Tax Code) or with respect to which the Borrower or any such Subsidiary could
otherwise be liable; or (i) any other event or condition with respect to a
Benefit Plan or Multiemployer Plan that could result in any material liability
of the Borrower or any Subsidiary.

      "Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "Event of Default" shall have the meaning assigned to such term in Article
VII.

      "Excess Credit-Linked Deposits" shall mean, at any time, the excess, if
any, of the Total Credit-Linked Deposit over the aggregate Funded L/C Exposure
at such time.

      "Excluded Asset Sales" shall have the meaning assigned to such term in the
definition of "Asset Sale".

                                       10
<PAGE>

      "Excluded Foreign Subsidiaries" shall mean, at any time, any Foreign
Subsidiary that is (or is treated as) for United States federal income tax
purposes either (a) a corporation or (b) a pass-through entity owned directly or
indirectly by another Foreign Subsidiary that is (or is treated as) a
corporation.

      "Excluded Sale and Lease-Back" shall mean any sale of fixed assets by
Holdings, the Borrower or any of the Subsidiaries in an arms-length transaction
to a financial institution for the purpose of contemporaneously leasing such
fixed assets back to Holdings, the Borrower or any of the Subsidiaries; provided
that (A) such fixed assets shall not be owned by Holdings, the Borrower or any
of the Subsidiaries as of the Closing Date; (B) such sale shall be consummated
within 180 days of the date of the acquisition of the relevant fixed assets; and
(C) the obligations of Holdings, the Borrower or such Subsidiary, as the case
may be, incurred in connection with such transaction shall be classified as a
Capital Lease Obligation for all purposes herein.

      "Excluded Taxes" shall mean, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, or, for purposes of
Section 2.19 only, by or on account of any obligation of the Administrative
Agent pursuant to Section 2.23(b), (a) income (including, without limitation,
branch profits taxes and alternative minimum taxes) or franchise taxes imposed
on (or measured by) its net income by the United States of America, or as a
result of a present or former connection between such recipient and the
jurisdiction imposing such tax (or any political subdivision thereof), other
than any such connection arising solely from such recipient having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document and (b) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.20(a)), any United States withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.19(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.19(a) or (b).

      "Executive Order No. 13224" shall mean the Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001, as from time to time in
effect.

      "Existing Credit Facility" shall mean the $120,000,000 credit facility of
the Borrower under the credit agreement dated as of December 19, 2003, as
amended March 15, 2004, among the Borrower, PNC Bank, National Association, as a
lender and as agent for all lenders, and the other lenders party thereto.

      "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

                                       11
<PAGE>

      "Fee Letter" shall mean the Fee Letter dated as of April 23, 2004, among
the Borrower, CSFB, UBS, UBSS, CNAI and CGMI.

      "Fees" shall mean the Commitment Fees, the Administrative Agent Fees, the
L/C Participation Fees and the Issuing Bank Fees.

      "Financial Officer" of any person shall mean the chief financial officer,
principal accounting officer, vice-president finance, treasurer or controller of
such person.

      "First Reserve" shall mean First Reserve Fund IX, L.P., a limited
partnership organized and existing under the laws of the State of Delaware.

      "Foreign Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

      "Funded Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.05(d).

      "Funded L/C Commitment" shall mean the commitment of the Issuing Bank to
issue Funded Letters of Credit pursuant to Section 2.22.

      "Funded L/C Disbursements" shall mean a payment or disbursement made by
the Issuing Bank pursuant to a Funded Letter of Credit.

      "Funded L/C Exposure" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Funded Letters of Credit at such
time and (b) the aggregate amount of all Funded L/C Disbursements that have not
yet been reimbursed at such time (or deemed to have not yet been reimbursed at
such time pursuant to Section 2.22(e)). The Funded L/C Exposure of any Funded
L/C Lender at any time shall equal its Pro Rata Percentage of the aggregate
Funded L/C Exposure at such time.

      "Funded L/C Fee Payment Date" shall have the meaning assigned to such term
in Section 2.05(d).

      "Funded L/C Lender" shall mean a Lender with a Credit-Linked Deposit.

      "Funded L/C Participation Fee" shall have the meaning assigned to such
term in Section 2.05(d).

      "Funded Letter of Credit" shall mean, at any time, any Letter of Credit
that has been designated by the Borrower (or deemed designated) as a Funded
Letter of Credit in accordance with the provisions of Section 2.22.

                                       12
<PAGE>

      "Funded Letter of Credit Availability Period" shall mean the period from
and including the Closing Date to but excluding the earlier of the Maturity Date
and the date on which all of the Credit-Linked Deposits are returned to the
Funded L/C Lenders.

      "GAAP" shall mean generally accepted accounting principles in the United
States in effect from time to time.

      "Governmental Authority" shall mean the government of the United States of
America or any other nation, any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "Granting Lender" shall have the meaning assigned to such term in Section
9.04(i).

      "Guarantee" of or by any person (the "guarantor") shall mean any
obligation, contingent or otherwise, of (a) the guarantor or (b) another person
(including any bank under a letter of credit) to induce the creation of which
the guarantor has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation, contingent or otherwise, of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such
Indebtedness or other obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, (iv) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation or (v) to otherwise assure or hold harmless the owner
of such Indebtedness or other obligation against loss in respect thereof;
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any
Guarantee by any guarantor shall be deemed to be the lower of (x) an amount
equal to the stated or determinable amount of the primary obligation in respect
of which such Guarantee is made and (y) the maximum amount for which such
guarantor may be liable pursuant to the terms of the instrument evidencing such
Guarantee, unless such primary obligation and the maximum amount for which such
guarantor may be liable are not stated or determinable, in which case the amount
of such Guarantee shall be such guarantor's maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith without
taking into consideration the probability of any event or circumstances giving
rise to such liability.

      "Guarantee and Collateral Agreement" shall mean the Guarantee and
Collateral Agreement in the form of Exhibit E, to be executed and delivered by
Holdings, the Borrower and each Subsidiary Guarantor.

      "Guarantors" shall mean Holdings and the Subsidiary Guarantors.

                                       13
<PAGE>

      "Hazardous Materials" shall mean (a) any petroleum products or byproducts
and all other hydrocarbons, coal ash, coal combustion by-products or waste,
boiler slag, scrubber residue, flue desulfurization material, radon gas,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
chlorofluorocarbons and all other ozone-depleting substances and (b) any
chemical, material, substance or waste that is prohibited, limited or regulated
by or pursuant to, or that could give rise to liability under, any Environmental
Law.

      "Hedging Agreement" shall mean any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, fuel or
other commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions;
provided, however, that no phantom stock or similar plan providing for payments
and on account of services provided by current or former directors, officers,
employees or consultants of Holdings, the Borrower or any Subsidiary shall be a
Hedging Agreement.

      "Holdings" shall have the meaning assigned to such term in the preamble.

      "Holdings Limited Liability Company Agreement" shall mean the Limited
Liability Company Agreement of Holdings, as amended and restated as of May 11,
2004, and as further amended from time to time in accordance with the provisions
of the Loan Documents.

      "Holdings Member Agreement" shall mean the Member Agreement of Holdings
dated as of March 11, 2003, as amended from time to time in accordance with the
provisions of the Loan Documents.

      "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
under conditional sale or other title retention agreements relating to property
or assets acquired by such person, (d) all obligations of such person in respect
of the deferred purchase price of property or services (other than current trade
accounts payable and accrued expenses incurred in the ordinary course of
business), (e) all obligations of such person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any Equity Interests in
such person, (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such person, whether or
not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such person of Indebtedness of others, (h) all Capital Lease Obligations or
Synthetic Lease Obligations of such person, (i) all obligations, contingent or
otherwise, of such person as an account party in respect of letters of credit
and letters of guaranty and (j) all obligations, contingent or otherwise, of
such person in respect of bankers' acceptances. The Indebtedness of any person
shall include the Indebtedness of any other person (including any partnership in
which such person is a general partner) to the extent such person is liable
therefor as a result of such person's ownership interest in, or other
relationship with, such other person, except to the extent the terms of such
Indebtedness provide that such person is not liable therefor.

                                       14
<PAGE>

      "Indemnified Taxes" shall mean Taxes other than Excluded Taxes and Other
Taxes.

      "Indemnitee" shall have the meaning assigned to such term in Section
9.05(b).

      "Information" shall have the meaning assigned to such term in Section
9.16.

      "Intellectual Property Collateral" shall have the meaning assigned to such
term in the Guarantee and Collateral Agreement.

      "Intellectual Property Security Agreement" shall mean all Intellectual
Property Security Agreements to be executed and delivered by the Loan Parties,
each substantially in the applicable form required by the Guarantee and
Collateral Agreement.

      "Interest Coverage Ratio" shall mean, on any date of determination, the
ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal
quarters most recently ended on or prior to such date, taken as one accounting
period, to (b) Consolidated Interest Expense for the period of four consecutive
fiscal quarters ended on or prior to such date, taken as one accounting period
(or, in the case of any such date that is less than one year after June 30,
2004, annualized Consolidated Interest Expense for the period commencing July 1,
2004 and ending on such date, determined by multiplying Consolidated Interest
Expense for such period by a fraction, the numerator of which is 365 and the
denominator of which is the number of days in such period).

      "Interest Payment Date" shall mean (a) with respect to any ABR Loan, the
last Business Day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment Date had successive Interest Periods of
three months' duration been applicable to such Borrowing.

      "Interest Period" shall mean, (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one two, three or
six months thereafter, as the Borrower may elect and (b) with respect to the
Credit-Linked Deposits, (x) during the period prior to June 30, 2004, the period
commencing on the date the Credit-Linked Deposits are initially funded and
ending on June 30, 2004 and (y) at any time after June 30, 2004, each period
commencing on June 30, 2004 or on the last day of the preceding Interest Period
applicable thereto, as the case may be, and ending on the numerically
corresponding day in the calendar month that is three months thereafter;
provided, however, that (i) a single Interest Period shall at all times apply to
all Credit-Linked Deposits, (ii) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (iii) any Interest Period that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such

                                       15
<PAGE>

Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

      "Investments" shall have the meaning assigned to such term in Section
6.04.

      "Issuing Bank" shall mean, as the context may require, (a) CNAI, in its
capacity as the issuer of Letters of Credit hereunder, and (b) any other Lender
that may become an Issuing Bank pursuant to Section 2.22(i) or 2.22(k), with
respect to Letters of Credit issued by such Lender. The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

      "Issuing Bank Fees" shall mean Revolving Issuing Bank Fees and Funded
Issuing Bank Fees.

      "L/C Commitment" shall mean a Revolving L/C Commitment or a Funded L/C
Commitment.

      "L/C Disbursement" shall mean a Revolving L/C Disbursement or a Funded L/C
Disbursement.

      "L/C Exposure" shall mean, at any time, the Revolving L/C Exposure and the
Funded L/C Exposure at such time.

      "L/C Participation Fees" shall mean the Funded L/C Participation Fees and
the Revolving L/C Participation Fees.

      "Lender Addendum" shall mean, with respect to any initial Lender, a Lender
Addendum in the form of Exhibit F, or such other form as may be supplied by the
Administrative Agent, to be executed and delivered by such Lender on the Closing
Date.

      "Lenders" shall mean (a) the persons that deliver a Lender Addendum (other
than any such person that has ceased to be a party hereto pursuant to an
Assignment and Acceptance) and (b) any person that has become a party hereto
pursuant to an Assignment and Acceptance. Unless the context otherwise requires,
the term "Lenders" shall include the Swingline Lender.

      "Letter of Credit" shall mean a Revolving Letter of Credit or a Funded
Letter of Credit.

      "Leverage Ratio" shall mean, on any date of determination, the ratio of
(a) Total Debt on such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date, taken
as one accounting period.

      "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing or
Credit-Linked Deposit for any Interest Period, the rate per annum determined by
the Administrative Agent at approximately 11:00 a.m., London time, on the date
that is two Business Days prior to the commencement of such Interest Period by
reference to the British Bankers' Association Interest Settlement Rates for
deposits in dollars (as set forth by the Bloomberg Information Service or

                                       16
<PAGE>

any successor thereto or any other service selected by the Administrative Agent
which has been nominated by the British Bankers' Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal
to such Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, the
"LIBO Rate" shall be the interest rate per annum determined by the
Administrative Agent to be the average of the rates per annum at which deposits
in dollars are offered for such relevant Interest Period to major banks in the
London interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period.

      "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance,
collateral assignment, charge or security interest in, on or of such asset, (b)
the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
asset and (c) in the case of securities, any purchase option, call or similar
right of a third party with respect to such securities.

      "Loan Documents" shall mean this Agreement and the Security Documents.

      "Loan Parties" shall mean Holdings, the Borrower and each Subsidiary that
is or becomes a party to a Loan Document.

      "Loans" shall mean the Revolving Loans and the Swingline Loans.

      "Management Incentive Program" shall mean the Loan Parties' informal
incentive program in which certain of their key managers and employees from time
to time receive equity interests in Holdings or Alpha Coal Management, LLC.

      "Margin Stock" shall have the meaning assigned to such term in Regulation
U.

      "Material Adverse Effect" shall mean a material adverse condition or
material adverse change in or materially affecting (a) the business, assets,
liabilities or condition (financial or otherwise) of Holdings, the Borrower and
the Subsidiaries, taken as a whole, or (b) the validity or enforceability of any
of the Loan Documents or the rights and remedies of the Arrangers, the
Administrative Agent, the Collateral Agent or the Secured Parties thereunder.

      "Material Indebtedness" shall mean Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of Holdings, the Borrower and the Subsidiaries in an
aggregate principal amount exceeding $10,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of Holdings,
the Borrower or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that Holdings, the Borrower for such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.

      "Material Leases" shall mean any lease transaction the Indebtedness under
which constitutes Material Indebtedness.

                                       17
<PAGE>

      "Maturity Date" shall mean May 28, 2009.

      "Maximum Rate" shall have the meaning assigned to such term in Section
9.09.

      "Maxxim" shall mean Maxxim Rebuild Co., LLC, a Delaware limited liability
company and wholly owned subsidiary of the Borrower.

      "Maxxim Equipment" shall mean mining and related equipment acquired from
persons who are not Affiliates of the Borrower that is sold by Maxxim in the
ordinary course of its business.

      "Mining Laws" shall mean all applicable current and future federal, state,
local and foreign laws (including common law), treaties, regulations, rules,
ordinances, codes, decrees, judgments, directives, orders (including consent
orders) and agreements, in each case, relating to mining operations and
activities. Mining Laws shall include: the Federal Coal Leasing Amendments Act;
the Surface Mining Control and Reclamation Act; all other land reclamation and
use statutes and regulations; the Federal Coal Mine Health and Safety Act; the
Black Lung Act; and the Coal Act, each as from time to time in effect, and any
comparable state and local laws or regulations.

      "Mining Permits" shall mean all any and all Permits required under any
applicable Mining Law.

      "Mining Title" shall mean fee simple title to surface and/or coal or an
undivided interest in fee simple title thereto or a leasehold interest in all or
an undivided interest in surface and/or coal together with no less than those
real properties, easements, licenses, privileges, rights and appurtenances as
are necessary to mine, remove, process and transport coal in the manner
presently operated.

      "Moody's" shall mean Moody's Investors Service, Inc.

      "Mortgaged Properties" shall mean, initially, each parcel of real property
and the improvements thereto owned or leased by a Loan Party and specified on
Schedule 1.01(a), and shall include each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.09 or 5.10.

      "Mortgages" shall mean the mortgages, deeds of trust, leasehold mortgages,
assignments of leases and rents, modifications and other security documents
granting a Lien on any Mortgaged Property to secure the Obligations, each in the
form of Exhibit G with such changes as are reasonably satisfactory to the
Collateral Agent.

      "Multiemployer Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA and to which the Borrower or any ERISA Affiliate is then
making or accruing an obligation to make contributions or, within the preceding
five Plan years, has made or had an obligation to make such contributions or any
plan with respect to which the Borrower or any ERISA Affiliate may have any
liability under the Coal Act.

                                       18
<PAGE>

      "Net Cash Proceeds" shall mean (a) with respect to any Asset Sale or
Recovery Event, the proceeds thereof in the form of cash and Permitted
Investments (including any such proceeds subsequently received (as and when
received) in respect of noncash consideration initially received), net of (i)
selling expenses (including reasonable and customary broker's fees or
commissions, legal fees, accountants' fees, transfer and similar taxes incurred
by Holdings, the Borrower and the Subsidiaries in connection therewith and the
Borrower's good faith estimate of income taxes paid or payable in connection
with such Asset Sale or Recovery Event, after taking into account any available
tax credits or deductions and any tax sharing arrangements), (ii) amounts
remitted in an escrow or provided as a reserve, in accordance with GAAP, against
any liabilities under any indemnification obligations or purchase price
adjustment associated with such Asset Sale (provided that, to the extent and at
the time any such amounts are released from such reserve or escrow, such amounts
shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money which is secured by the asset sold in such Asset Sale and which is
required to be repaid with such proceeds (other than any such Indebtedness
assumed by the purchaser of such asset); provided, however, that, if (x) the
Borrower shall deliver a certificate of a Financial Officer of the Borrower to
the Administrative Agent at the time of receipt thereof setting forth the
Borrower's intent to reinvest such proceeds in productive assets of a kind then
used or usable in the business of the Borrower and the Subsidiaries within 270
days of receipt of such proceeds and (y) no Default or Event of Default shall
have occurred and shall be continuing at the time of such certificate or at the
proposed time of the application of such proceeds, such proceeds shall not
constitute Net Cash Proceeds except to the extent not so used at the end of such
270-day period, at which time such proceeds shall be deemed to be Net Cash
Proceeds; and (b) with respect to any issuance or disposition of Indebtedness or
any Equity Issuance, the cash proceeds thereof, net of all taxes and reasonable
and customary fees, commissions, costs and other expenses incurred by Holdings,
the Borrower and the Subsidiaries in connection therewith.

      "Obligations" shall mean all obligations defined as "Obligations" in the
Guarantee and Collateral Agreement and the other Security Documents.

      "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Perfection Certificate" shall mean the Pre-Closing UCC Diligence
Certificate substantially in the form of Exhibit H or any other form approved by
the Collateral Agent.

      "Permits" shall mean any and all franchises, licenses, permits, consents,
certificates, concessions, approvals, variances, registrations, notifications,
exemptions and authorizations of any Governmental Authority necessary for the
conduct of the business of the Borrower and the Subsidiaries.

                                       19
<PAGE>

      "Permitted Acquisition" shall mean the acquisition by the Borrower or any
Subsidiary of all or substantially all the assets of a person or line of
business of such person (referred to herein as the "Acquired Assets"), or all of
the Equity Interests (other than directors' qualifying shares) of a person
(referred to herein as the "Acquired Entity"); provided that (i) such
acquisition was not preceded by an unsolicited tender offer for such Equity
Interests by, or proxy contest initiated by, Holdings, the Borrower or any
Subsidiary; and (ii) the Acquired Entity or the Acquired Assets, as applicable,
shall be in a similar line of business as that of the Borrower and the
Subsidiaries as conducted during the current and most recently concluded
calendar year; (iii) at the time of such transaction (A) both before and after
giving effect thereto, no Event of Default or Default shall have occurred and be
continuing; (B) the Borrower would be in compliance with the covenants set forth
in Sections 6.11 and 6.12 as of the most recently completed period ending prior
to such transaction for which the financial statements and certificates required
by Section 5.04(a) or 5.04(b) were required to be delivered or for which
comparable financial statements have been filed with the Securities and Exchange
Commission, after giving pro forma effect to such transaction and to any other
event occurring after such period as to which pro forma recalculation is
appropriate (including any other transaction described in this definition
occurring after such period) as if such transaction (and the occurrence or
assumption of any Indebtedness in connection therewith) had occurred as of the
first day of such period; (C) after giving effect to such acquisition, there
must be at least $20,000,000 of unused and available Revolving Credit
Commitments; and (D) the aggregate of the consideration paid in connection with
such acquisition and any related acquisitions pursuant to this definition
(including any Indebtedness of the Acquired Entity that is assumed by the
Borrower or any Subsidiary in connection with such acquisition) shall not exceed
in any fiscal year the greater of (x) $40,000,000 and (y) 10% of Total Assets as
of such acquisition and any related acquisitions; (iv) Holdings, the Borrower
and the Subsidiaries shall not incur or assume any Indebtedness in connection
with such acquisition, except as permitted by Section 6.01; and (v) the Borrower
shall comply, and shall cause the Acquired Entity, if any, to comply, with the
applicable provisions of Sections 5.09 and 5.10 and the Security Documents.

      "Permitted Asset Swap" shall mean any transfer of properties or assets by
the Borrower or any of the Subsidiaries in which all or a portion of the
consideration received by the transferor consists of properties or assets (other
than cash) useful in the business of the Borrower or the Subsidiaries or the
assumption by the transferee of Indebtedness related to the properties or assets
so transferred; provided that the aggregate fair market value of all property or
assets transferred by the Borrower or any of the Subsidiaries pursuant to this
definition in any fiscal year shall not exceed $3,000,000.

      "Permitted Holders" shall mean First Reserve, AMCI and their respective
Control Investment Affiliates.

      "Permitted Investments" shall mean:

            (a)   direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

                                       20
<PAGE>

            (b)   investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from S&P or from Moody's;

            (c)   investments in certificates of deposit, banker's acceptances
      and time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, the Administrative Agent or any domestic
      office of any commercial bank organized under the laws of the United
      States of America or any State thereof that has a combined capital and
      surplus and undivided profits of not less than $500,000,000;

            (d)   fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria of clause (c)
      above;

            (e)   investments in "money market funds" within the meaning of Rule
      2a-7 of the Investment Company Act of 1940, as amended, substantially all
      of whose assets are invested in investments of the type described in
      clauses (a) through (d) above; and

            (f)   other short-term investments utilized by Foreign Subsidiaries
      in accordance with normal investment practices for cash management in
      investments of a type analogous to the foregoing.

      "Permitted Refinancing Indebtedness" shall mean Indebtedness issued or
incurred (including by means of the extension or renewal of existing
Indebtedness) to refinance, refund, extend, renew, replace or irrevocably
defease (any such defeasance to be in a manner that is satisfactory to the
Arrangers) existing Indebtedness ("Refinanced Indebtedness"); provided that (a)
the principal amount of such refinancing, refunding, extending, renewing,
replacing or defeasing Indebtedness is not greater than the principal amount of
such Refinanced Indebtedness plus the amount of any premiums or penalties and
accrued and unpaid interest paid thereon and reasonable fees and expenses, in
each case associated with such refinancing, refunding, extension, renewal,
replacement or defeasance, (b) such refinancing, refunding, extending, renewing,
replacing or defeasing Indebtedness has a final maturity that is no sooner than,
and a weighted average life to maturity that is no shorter than, such Refinanced
Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are
subordinated to the Obligations, such refinancing, refunding, extending,
renewing, replacing or defeasing Indebtedness and any Guarantees thereof remain
so subordinated on terms no less favorable to the Lenders, (d) the obligors in
respect of such Refinanced Indebtedness immediately prior to such refinancing,
refunding, extending, renewing, replacing or defeasing are the only obligors on
such refinancing, refunding extending, renewing, replacing or defeasing
Indebtedness and (e) such refinancing, refunding, extending, renewing, replacing
or defeasing Indebtedness contains covenants and events of default and is
benefited by Guarantees, if any, which, taken as a whole, are determined in good
faith by a Financial Officer of the Borrower to be no less favorable to the
Borrower or the applicable Subsidiary and the Lenders in any material respect
than the covenants and events of default or Guarantees, if any, in respect of
such Refinanced Indebtedness.

                                       21
<PAGE>

      "person" shall mean any natural person, corporation, trust, business
trust, joint venture, joint stock company, association, company, limited
liability company, partnership, Governmental Authority or other entity.

      "Pledged Collateral" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

      "Prime Rate" shall mean the rate of interest per annum announced from time
to time by CNAI as its prime rate in effect at its principal office in New York,
New York; each change in the Prime Rate shall be effective as of the opening of
business on the date such change is announced as being effective. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually available.

      "Pro Forma EBITDA" shall have the meaning assigned to such term in Section
4.02(k).

      "Pro Rata Percentage" of (a) any Revolving Credit Lender, at any time,
shall mean the percentage of the Total Revolving Credit Commitment represented
by such Lender's Revolving Credit Commitment and (b) any Funded L/C Lender, at
any time, shall mean the percentage of the Total Credit-Linked Deposit
represented by such Lender's Credit-Linked Deposit. In the event the Revolving
Credit Commitments shall have expired or been terminated, the Pro Rata
Percentages of any Revolving Credit Lender shall be determined on the basis of
the Revolving Credit Commitments most recently in effect prior thereto. In the
event the Credit-Linked Deposits shall have been applied in full to reimburse
Funded L/C Disbursements, the Pro Rata Percentage of any Funded L/C Lender shall
be determined on the basis of the Credit-Linked Deposits most recently in effect
prior thereto.

      "Qualified IPO" shall mean an underwritten initial public offering of
Equity Interests of (and by) Holdings (or any direct or indirect parent company
of Holdings which shall own directly or indirectly, beneficially and of record,
100% of each class of issued and outstanding Equity Interests of Holdings free
and clear of all Liens) pursuant to an effective registration statement filed
with the Securities and Exchange Commission in accordance with the Securities
Act of 1933, as amended, which initial public offering results in gross cash
proceeds to Holdings of $25,000,000 or more.

      "Recovery Event" shall mean any settlement of or payment in respect of any
property or casualty insurance claim or any loss of title to or taking under
power of eminent domain or by condemnation or similar proceeding by any
Governmental Authority of or relating to any property or asset of Holdings, the
Borrower or any Subsidiary; provided, however, that no such event shall
constitute a Recovery Event if such proceeds or other compensation received in
respect thereof is less than $1,000,000 in the aggregate with respect to such
event.

      "Register" shall have the meaning assigned to such term in Section
9.04(d).

      "Regulation T" shall mean Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Regulation U" shall mean Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

                                       22
<PAGE>

      "Regulation X" shall mean Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Related Fund" shall mean, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is advised
or managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

      "Related Parties" shall mean, with respect to any specified person, such
person's Affiliates and the respective directors, officers, employees, agents
and advisors of such person and such person's Affiliates.

      "Release" shall mean any release, spill, emission, leaking, pumping,
injection, pouring, emptying, deposit, disposal, discharge, dispersal, dumping,
escaping, leaching or migration of any Hazardous Material into the indoor or
outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material),
including the movement of any Hazardous Material through the air, soil, surface
water or groundwater.

      "Repayment Date" shall have the meaning given such term in Section 2.11.

      "Required Lenders" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), Revolving L/C Exposure, Funded L/C Exposure,
Swingline Exposure, unused Revolving Credit Commitments and Excess Credit-Linked
Deposits representing at least a majority of the sum of all Loans outstanding
(excluding Swingline Loans), Revolving L/C Exposure, Funded L/C Exposure,
Swingline Exposure, unused Revolving Credit Commitments and Excess Credit-Linked
Deposits at such time.

      "Required Prepayment Percentage" shall mean (a) in the case of any Asset
Sale or Recovery Event, 100%; (b) in the case of any Equity Issuance, 50% or, if
on the date of the applicable prepayment, the Leverage Ratio is (i) less than or
equal to 2.00 to 1.00, but greater than 1.00 to 1.00, 25%, or (ii) less than or
equal to 1.00 to 1.00, 0%; and (c) in the case of any issuance or other
incurrence of Indebtedness, 100%.

      "Responsible Officer" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.

      "Restricted Indebtedness" shall mean Indebtedness of Holdings, the
Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of
which is restricted under Section 6.09(b).

      "Restricted Payment" shall mean any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, defeasance, retirement,
acquisition, cancellation or termination of any Equity Interests in Holdings,
the Borrower or any Subsidiary or any option, warrant or other right to acquire
any such Equity Interests in Holdings, the Borrower or any Subsidiary.

                                       23
<PAGE>

      "Revolving Credit Borrowing" shall mean a Borrowing comprised of Revolving
Loans.

      "Revolving Credit Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans (and to acquire participations
in Revolving Letters of Credit and Swingline Loans) hereunder as set forth on
the Lender Addendum delivered by such Lender, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Credit
Commitment, as applicable, as the same may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04.

      "Revolving Credit Exposure" shall mean, with respect to any Lender, at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's
Revolving L/C Exposure, plus the aggregate amount at such time of such Lender's
Swingline Exposure.

      "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment or an outstanding Revolving Loan.

      "Revolving Issuing Bank Fees" shall have the meaning assigned to such term
in Section 2.05(c).

      "Revolving L/C Commitment" shall mean the commitment of the Issuing Bank
to issue Revolving Letters of Credit pursuant to Section 2.22.

      "Revolving L/C Disbursement" shall mean a payment or disbursement made by
the Issuing Bank pursuant to a Revolving Letter of Credit.

      "Revolving L/C Exposure" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all Revolving Letters of Credit at such time and (b)
the aggregate amount of all Revolving L/C Disbursements that have not been
reimbursed at such time. The Revolving L/C Exposure of any Revolving Credit
Lender at any time shall equal its Pro Rata Percentage of the aggregate
Revolving L/C Exposure at such time.

      "Revolving L/C Fee Payment Date" shall have the meaning assigned to such
term in Section 2.05(c).

      "Revolving L/C Participation Fee" shall have the meaning assigned to such
term in Section 2.05(c).

      "Revolving Letter of Credit" shall mean any Letter of Credit issued
pursuant to Section 2.22.

      "Revolving Loans" shall mean the loans made by the Lenders to the Borrower
pursuant to Section 2.01.

      "S&P" shall mean Standard & Poor's Ratings Group, Inc.

                                       24
<PAGE>

      "Secured Parties" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

      "Security Documents" shall mean the Guarantee and Collateral Agreement,
the Mortgages, the Intellectual Property Security Agreements and each of the
other security agreements, pledges, mortgages, consents and other instruments
and documents executed and delivered pursuant to any of the foregoing or
pursuant to Section 5.09 or 5.10.

      "Senior Note Documents" shall mean the indenture under which the Senior
Notes are issued and all other instruments, agreements and other documents
evidencing or governing the Senior Notes or providing for any Guarantee or other
right in respect thereof.

      "Senior Notes" shall mean the Borrower's 10% Senior Notes due 2012, in an
aggregate principal amount of $175,000,000, including any notes issued by the
Borrower in full exchange for, and as contemplated by, the Senior Notes with
substantially identical terms as the Senior Notes.

      "SPC" shall have the meaning assigned to such term in Section 9.04(i).

      "Specified Equipment" shall mean the equipment acquired by the Borrower
and the Subsidiaries during the period from January 1, 2004 to the Closing Date
and set forth on Schedule 1.01(b).

      "Statutory Reserves" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch, Affiliate
or other fronting office making or holding a Loan) is subject for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

      "Subordinated Note" shall mean that certain 14% Senior Subordinated Note
due March 11, 2009 issued by the Borrower pursuant to the note purchase
agreement dated as of March 11, 2003, between the Borrower and El Paso CGP
Company.

      "subsidiary" shall mean, with respect to any person (herein referred to as
the "parent"), any corporation, partnership, limited liability company,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held, or (b) that is, at the
time any determination is made, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.

                                       25
<PAGE>

      "Subsidiary" shall mean any subsidiary of the Borrower.

      "Subsidiary Guarantor" shall mean, initially, each Subsidiary specified on
Schedule 1.01(c) and, at any time thereafter, shall include each other
Subsidiary that is not an Excluded Foreign Subsidiary.

      "Swingline Commitment" shall mean the commitment of the Swingline Lender
to make loans pursuant to Section 2.21, as the same may be reduced from time to
time pursuant to Section 2.09 .

      "Swingline Exposure" shall mean, at any time, the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage
of the aggregate Swingline Exposure at such time.

      "Swingline Lender" shall mean CNAI, in its capacity as lender of Swingline
Loans hereunder.

      "Swingline Loan" shall mean any loan made by the Swingline Lender pursuant
to Section 2.21.

      "Syndication Agent" shall have the meaning assigned to such term in the
preamble.

      "Synthetic Lease Obligations" shall mean all monetary obligations of a
person under (a) a so-called synthetic, off-balance sheet or tax retention lease
or (b) an agreement for the use or possession of any property (whether real,
personal or mixed) creating obligations which do not appear on the balance sheet
of such person, but which, upon the insolvency or bankruptcy of such person,
would be characterized as Indebtedness of such person (without regard to
accounting treatment).

      "Synthetic Purchase Agreement" shall mean any swap, derivative or other
agreement or combination of agreements pursuant to which Holdings, the Borrower
or any Subsidiary is or may become obligated to make (a) any payment in
connection with a purchase by any third party from a person other than Holdings,
the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness
or (b) any payment (other than on account of a permitted purchase by it of any
Equity Interest or Restricted Indebtedness) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Indebtedness; provided that no phantom stock or similar plan providing for
payments only to current or former directors, officers or employees of Holdings,
the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed
to be a Synthetic Purchase Agreement.

      "Tax Amount" shall mean, for any period, (i) the aggregate amount of tax
distributions required to be made during such period by Holdings to its members
in accordance with the tax distribution provisions of the Holdings Limited
Liability Company Agreement that is in effect on the Closing Date (as such
provisions may thereafter be amended or supplemented so long as such amendments
or supplements are not materially adverse to the Lenders), assuming the highest
marginal federal, state and local tax rate for individuals in effect for the
year and assuming residency in New York City, New York, provided that such
distributions shall be solely for the

                                       26
<PAGE>

purpose of enabling such members to pay their income tax liability on their
respective shares of cumulative taxable income attributable to the Borrower and
its Subsidiaries; and (ii) the amount of tax required to be paid by Holdings
directly to taxing authorities in respect of taxable income attributable to the
Borrower and its Subsidiaries and amounts paid in respect of franchise, capital
and other non-income taxes required to be paid by Holdings.

      "Tax Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      "Taxes" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges, liabilities or withholdings imposed by any
Governmental Authority.

      "Total Assets" shall mean, as of any date of determination, the total
assets as set forth on the most recent consolidated balance sheet of the
Borrower and the Subsidiaries delivered pursuant to Section 5.04, prepared on a
consolidated basis in accordance with GAAP.

      "Total Credit-Linked Deposit" shall mean, at any time, the sum of all
Credit-Linked Deposits at such time, as the same may be reduced from time to
time pursuant to Section 2.02(f) or 2.09(b). The initial amount of the Total
Credit-Linked Deposit is $50,000,000.

      "Total Debt" shall mean, at any time, the aggregate amount of Indebtedness
of the Borrower and the Subsidiaries outstanding at such time, in the amount
that would be reflected on a balance sheet prepared at such time on a
consolidated basis in accordance with GAAP.

      "Total Revolving Credit Commitment" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time. The
initial Total Revolving Credit Commitment is $125,000,000.

      "Transactions" shall mean, collectively, (a) the execution, delivery and
performance by the Loan Parties of the Loan Documents and the Senior Note
Documents to which they are a party, (b) the borrowings hereunder, the funding
of the Credit-Linked Deposits hereunder, the issuance of the Senior Notes, the
issuance of Letters of Credit and the use of proceeds of each of the foregoing,
(c) the granting of Liens pursuant to the Security Documents, (d) the use of the
proceeds from the offering of the Senior Notes and Borrowings hereunder to repay
in full and terminate the Existing Credit Facility and the Subordinated Note and
to pay the Closing Date Distribution and (e) any other transactions related to
or entered into in connection with any of the foregoing.

      "Travelers" shall mean Travelers Casualty and Surety Company of America
and its Affiliates.

      "Travelers Documents" shall mean (i) the Second Amended and Restated
Bonding Agreement, dated May 28, 2004, between Travelers and the Loan Parties
and (ii) the General Contract of Indemnity dated May 28, 2004 between Travelers
and the Loan Parties, in the case of each of clause (i) and (ii), as amended,
restated, supplemented or otherwise modified from time to time (subject to any
restrictions on such amendments, restatements, supplements or modifications set
forth herein).

                                       27
<PAGE>

      "Type", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "Rate" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

      "UBS" shall mean UBS Loan Finance LLC.

      "UBSS" shall mean UBS Securities LLC.

      "UCC" shall mean the Uniform Commercial Code.

      "Uniform Customs" shall have the meaning assigned to such term in Section
9.07.

      "wholly owned subsidiary" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the Equity Interests (other than
directors' qualifying shares) are, at the time any determination is being made,
owned, controlled or held by such person or one or more wholly owned
subsidiaries of such person or by such person and one or more wholly owned
subsidiaries of such person; a "wholly owned Subsidiary" shall mean any wholly
owned subsidiary of the Borrower.

      "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including", and
words of similar import, shall not be limiting and shall be deemed to be
followed by the phrase "without limitation". The word "will" shall be construed
to have the same meaning and effect as the word "shall". The words "asset" and
"property" shall be construed as having the same meaning and effect and to refer
to any and all rights and interests in tangible and intangible assets and
properties of any kind whatsoever, whether real, personal or mixed, including
cash, securities, Equity Interests, accounts and contract rights. The words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision of this Agreement unless the context shall otherwise require. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any definition of, or reference to, any Loan
Document or any other agreement, instrument or document in this Agreement shall
mean such Loan Document or other agreement, instrument or document as amended,
restated, supplemented or otherwise modified from time to time (subject to any
restrictions on such amendments, restatements, supplements or modifications set
forth herein) and (b) all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided,
however, that if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any covenant in Article VI or any related definition to
eliminate the effect of

                                       28
<PAGE>

any change in GAAP occurring after the date of this Agreement on the operation
of such covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Article VI or any related definition for such
purpose), then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the Required Lenders.

      SECTION 1.03. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a
"Eurocurrency Revolving Loan"). Borrowings also may be classified and referred
to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

      SECTION 1.04. Pro Forma Calculations. All pro forma calculations permitted
or required to be made by the Borrower or any Subsidiary pursuant to this
Agreement (a) shall include those adjustments that would be permitted or
required by Regulation S-X under the Securities Act of 1933, as amended, (b) for
any period ended prior to the date of a Permitted Acquisition or other
Investment permitted hereunder or any Asset Sale or other disposition of assets,
and any related financings, may include additional adjustments related thereto,
(c) shall be based on reasonably detailed written assumptions, which, if such
assumptions are related to any adjustment described in clause (b) above, shall
be reasonably acceptable to the Administrative Agent and (d) shall be certified
to by a Financial Officer of the Borrower as having been prepared in good faith
based upon reasonable assumptions.

                                  ARTICLE II.

                                  The Credits

      SECTION 2.01. Commitments. Subject to the terms and conditions hereof and
relying upon the representations and warranties set forth herein, (a) each
Revolving Credit Lender agrees, severally and not jointly, to make Revolving
Loans to the Borrower, at any time and from time to time on or after the Closing
Date and until the earlier of the Maturity Date and the termination of the
Revolving Credit Commitment of such Revolving Credit Lender in accordance with
the terms hereof, in an aggregate principal amount at any time outstanding that
will not result in such Revolving Credit Lender's Revolving Credit Exposure
exceeding such Revolving Credit Lender's Revolving Credit Commitment and (b)
each Funded L/C Lender agrees, severally and not jointly, to fund its
Credit-Linked Deposit with the Administrative Agent on the Closing Date in
accordance with Sections 2.22(d) and 2.23. Within the limits set forth in the
preceding sentence and subject to the terms, conditions and limitations set
forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving
Loans. Once funded on the Closing Date, the funding obligation of each Funded
L/C Lender shall be satisfied in full with respect to the Credit-Linked Deposits
and there shall be no funding obligation with respect to the Credit-Linked
Deposits at any time thereafter.

      SECTION 2.02. Loans(a) . (a) Each Loan (other than Swingline Loans) shall
be made as part of a Borrowing consisting of Loans of the same Type made by the
Lenders ratably in

                                       29
<PAGE>

accordance with their respective Revolving Credit Commitments; provided,
however, that the failure of any Lender to make any Loan required to be made by
it shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for
the failure of any other Lender to make any Loan required to be made by such
other Lender). Except for Loans deemed made pursuant to Section 2.02(f) and
subject to Section 2.21 relating to Swingline Loans, the Loans comprising any
Borrowing shall be in an aggregate principal amount that is (i) an integral
multiple of $500,000 and not less than $1,000,000 with respect to any Eurodollar
Borrowing, (ii) an integral multiple of $100,000 and not less than $500,000 with
respect to any ABR Borrowing or (iii) equal to the remaining available balance
of the Revolving Credit Commitments.

      (b)   Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03. Each Lender may at its option make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than ten Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

      (c)   Except with respect to Loans made pursuant to Section 2.02(f) and
subject to Section 2.21 relating to Swingline Loans, each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to such account in New York City as the
Administrative Agent may designate not later than 11:00 a.m., New York City
time, and the Administrative Agent shall promptly credit the amounts so received
to an account designated by the Borrower in the applicable Borrowing Request or,
if a Borrowing shall not occur on such date because any condition precedent
herein specified shall not have been met, return the amounts so received to the
respective Lenders.

      (d)   Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) of this Section and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower to but excluding the date such
amount is repaid to the Administrative Agent at (i) in the case of the Borrower,
the interest rate applicable at the time to the Loans comprising such Borrowing
or (ii) in the case of such Lender, a rate determined by the Administrative
Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). If such Lender shall
repay to

                                       30
<PAGE>

the Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

      (e)   Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.

      (f)   If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.22(e) with respect to a Revolving
Letter of Credit within the time specified in such Section, the Issuing Bank
will promptly notify the Administrative Agent of the Revolving L/C Disbursement
and the Administrative Agent will promptly notify each Revolving Credit Lender
of such Revolving L/C Disbursement and its Pro Rata Percentage thereof. Each
Revolving Credit Lender shall pay by wire transfer of immediately available
funds to the Administrative Agent not later than 2:00 p.m., New York City time,
on such date (or, if such Revolving Credit Lender shall have received such
notice later than 12:00 (noon), New York City time, on any day, not later than
10:00 a.m., New York City time, on the immediately following Business Day), an
amount equal to such Lender's Pro Rata Percentage of such Revolving L/C
Disbursement (it being understood that such amount shall be deemed to constitute
an ABR Revolving Loan of such Lender and such payment shall be deemed to have
reduced the Revolving L/C Exposure), and the Administrative Agent will promptly
pay to the Issuing Bank amounts so received by it from the Revolving Credit
Lenders. The Administrative Agent will promptly pay to the Issuing Bank any
amounts received by it from the Borrower pursuant to Section 2.22(e) prior to
the time that any Revolving Credit Lender makes any payment pursuant to this
paragraph; any such amounts received by the Administrative Agent thereafter will
be promptly remitted by the Administrative Agent to the Revolving Credit Lenders
that shall have made such payments and to the Issuing Bank, as their interests
may appear. If any Revolving Credit Lender shall not have made its Pro Rata
Percentage of such Revolving L/C Disbursement available to the Administrative
Agent as provided above, such Lender and the Borrower severally agree to pay
interest on such amount, for each day from and including the date such amount is
required to be paid in accordance with this paragraph to but excluding the date
such amount is paid, to the Administrative Agent for the account of the Issuing
Bank at (i) in the case of the Borrower, a rate per annum equal to the interest
rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the
case of such Lender, for the first such day, the Federal Funds Effective Rate,
and for each day thereafter, the Alternate Base Rate.

      If the Issuing Bank shall not have received from the Borrower the payment
required to be made by Section 2.22(e) with respect to a Funded Letter of Credit
within the time specified in such Section, the Issuing Bank will promptly notify
the Administrative Agent of the Funded L/C Disbursement and the Administrative
Agent will promptly notify each Funded L/C Lender of such Funded L/C
Disbursement and its Pro Rata Percentage thereof, and the Administrative Agent
shall promptly pay to the Issuing Bank each Funded L/C Lender's Pro Rata
Percentage of such Funded L/C Disbursement from such Funded L/C Lender's
Credit-Linked Deposit. Promptly following receipt by the Administrative Agent of
any payment by the Borrower in respect of any Funded L/C Disbursement, the
Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent payments have been made from the Credit-Linked Deposits,
to the Credit-Linked Deposit Account to be added to the Credit-Linked

                                       31
<PAGE>

Deposits of the Funded L/C Lenders in accordance with their Pro Rata
Percentages. The Borrower acknowledges that each payment made pursuant to this
paragraph in respect of any Funded L/C Disbursement is required to be made for
the benefit of the distributees indicated in the immediately preceding sentence.
Any payment made from the Credit-Linked Deposit Account, or from funds of the
Administrative Agent, pursuant to this paragraph to reimburse an Issuing Bank
for any Funded L/C Disbursement shall not constitute a Loan and shall not
release the Borrower of its obligation to reimburse such Funded L/C
Disbursement.

      SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other
than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to
which this Section 2.03 shall not apply), the Borrower shall notify the
Administrative Agent by telephone (promptly confirmed by fax) or shall hand
deliver or fax to the Administrative Agent a duly completed Borrowing Request
(a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m. (noon), New
York City time, three Business Days before a proposed Borrowing and (b) in the
case of an ABR Borrowing, not later than 12:00 p.m. (noon), New York City time,
one Business Day before a proposed Borrowing. Each Borrowing Request shall be
irrevocable, shall be signed by or on behalf of the Borrower and shall specify
the following information: (i) whether the Borrowing then being requested is to
be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing
(which shall be a Business Day); (iii) the number and location of the account to
which funds are to be disbursed (which shall be an account that complies with
the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v)
if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period
with respect thereto; provided, however, that, notwithstanding any contrary
specification in any Borrowing Request, each requested Borrowing shall comply
with the requirements set forth in Section 2.02. If no election as to the Type
of Borrowing is specified in any such notice, then the requested Borrowing shall
be an ABR Borrowing. If no Interest Period with respect to any Eurodollar
Borrowing is specified in any such notice, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration. The Administrative
Agent shall promptly advise the Lenders of any notice given in accordance with
this Section 2.03 (and the contents thereof), and of each Lender's portion of
the requested Borrowing.

      SECTION 2.04. Repayment of Loans; Evidence of Debt(a) . (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender made to the Borrower on the Maturity Date. The Borrower hereby
unconditionally promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan made to the Borrower on the Maturity
Date.

      (b)   Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender to the Borrower from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.

      (c)   The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of the sum received by

                                       32
<PAGE>

the Administrative Agent hereunder from the Borrower or any Guarantor and each
Lender's share thereof.

      (d)   The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans made to the Borrower in accordance with the terms of this Agreement.

      (e)   Any Lender may request that Loans made by it hereunder be evidenced
by a promissory note. In such event, the Borrower shall execute and deliver to
such Lender a promissory note payable to such Lender and its registered assigns
in the form of Exhibit I or any other form reasonably acceptable to the
Administrative Agent. Notwithstanding any other provision of this Agreement, in
the event any Lender shall request and receive such a promissory note, the
interests represented by such note shall at all times (including after any
assignment of all or part of such interests pursuant to Section 9.04) be
represented by one or more promissory notes payable to the payee named therein
or its registered assigns.

      SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on each date on which any Commitment of
such Lender shall expire or be terminated as provided herein, a commitment fee
(a "Commitment Fee") equal to the Commitment Fee Rate on the average daily
unused amount of the Commitments of such Lender (other than the Swingline
Commitment) during the preceding quarter (or other period commencing with the
date hereof or ending with the Maturity Date or the date on which the
Commitments of such Lender shall expire or be terminated). All Commitment Fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Commitment Fee due to each Lender shall commence to accrue on the
date hereof and shall cease to accrue on the date on which the Commitment of
such Lender shall expire or be terminated as provided herein. For purposes of
calculating Commitment Fees with respect to Revolving Credit Commitments, no
portion of the Revolving Credit Commitments shall be deemed utilized under
Section 2.21 as a result of outstanding Swingline Loans.

      (b)   The Borrower agrees to pay to the Administrative Agent, for its own
account, the fees in the amounts and at the times from time to time agreed to in
writing by the Borrower (or any Affiliate) and the Administrative Agent,
including pursuant to the Fee Letter (the "Administrative Agent Fees").

      (c)   Subject to the provisions of Section 2.07, the Borrower agrees to
pay (i) to each Revolving Credit Lender, through the Administrative Agent, on
the last Business Day of March, June, September and December of each year and on
the date on which the Revolving Credit Commitment of such Lender shall be
terminated as provided herein (each, a "Revolving L/C Fee Payment Date") a fee
(a "Revolving L/C Participation Fee") calculated on such Lender's Pro Rata
Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion
thereof attributable to unreimbursed Revolving L/C Disbursements which are
earning interim interest pursuant to Section 2.22(h)) during the preceding
quarter (or shorter period commencing with the

                                       33
<PAGE>

date hereof or ending with the Maturity Date or the date on which all Revolving
Letters of Credit have been canceled or have expired and the Revolving Credit
Commitments of all Lenders shall have been terminated) at a rate per annum equal
to the Applicable Margin used to determine the interest rate on Revolving Credit
Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to
the Issuing Bank with respect to each outstanding Revolving Letter of Credit
issued for the account of (or at the request of) the Borrower a fronting fee,
which shall accrue at the rate of 0.25% per annum or such other rate as shall be
separately agreed upon between the Borrower and the Issuing Bank, on the
drawable amount of such Revolving Letter of Credit, payable quarterly in arrears
on each Revolving L/C Fee Payment Date after the issuance date of such Revolving
Letter of Credit, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Revolving Letter of Credit
issued for the account of (or at the request of) the Borrower or processing of
drawings thereunder (the fees in this clause (ii), collectively, the "Revolving
Issuing Bank Fees"). All Revolving L/C Participation Fees and Revolving Issuing
Bank Fees shall be computed on the basis of the actual number of days elapsed in
a year of 360 days.

      (d)   Subject to the provisions of Section 2.07, the Borrower agrees to
pay (i) to each Funded L/C Lender, through the Administrative Agent, on the last
Business Day of March, June, September and December of each year and on the date
on which the Credit-Linked Deposits are returned to the Funded L/C Lenders
(each, a "Funded L/C Fee Payment Date") a fee (a "Funded L/C Participation Fee")
calculated on such Lender's Pro Rata Percentage of the daily amount of the Total
Credit-Linked Deposit (excluding the portion thereof attributable to
unreimbursed Funded L/C Disbursements which are earning interim interest
pursuant to Section 2.22(h)) during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Maturity Date or the date on
which the entire amount of such Lender's Credit-Linked Deposit is returned to
it) at a rate per annum equal to 2.75% (ii) to each Funded L/C Lender, through
the Administrative Agent, the fees referred to in the last sentence of Section
2.23(b) and (iii) to the Issuing Bank with respect to each outstanding Funded
Letter of Credit issued for the account of (or at the request of) the Borrower a
fronting fee, which shall accrue at the rate of 0.20% per annum or such other
rate as shall be separately agreed upon between the Borrower and the Issuing
Bank, on the drawable amount of such Funded Letter of Credit, payable quarterly
in arrears on each Funded L/C Fee Payment Date after the issuance date of such
Funded Letter of Credit, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Funded Letter of
Credit issued for the account of (or at the request of) the Borrower or
processing of drawings thereunder (the fees in this clause (iii), collectively,
the "Funded Issuing Bank Fees"). All Funded L/C Participation Fees and Funded
Issuing Bank Fees shall be computed on the basis of the actual number of days
elapsed in a year of 360 days.

      (e)   All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

      SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline
Loan, shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, when the Alternate
Base Rate is determined by reference to the Prime Rate and

                                       34
<PAGE>

over a year of 360 days at all other times) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin in effect from time to time.

      (b)   Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin in effect from time to time.

      (c)   Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement. The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

      SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or Funded L/C Disbursement
or any other amount becoming due hereunder or under any other Loan Document, by
acceleration or otherwise, the Borrower shall on demand from time to time pay
interest, to the extent permitted by law, on such defaulted amount to but
excluding the date of actual payment (after as well as before judgment) (a) in
the case of overdue principal of any Loan, at the rate otherwise applicable to
such Loan pursuant to Section 2.06 plus 2.00% per annum, (b) in the case of
overdue unreimbursed amounts with respect to any Funded L/C Disbursements, at
the rate otherwise applicable to such Funded L/C Disbursement pursuant to
Section 2.22(h) plus 2.00% per annum and (c) in all other cases, at a rate per
annum (computed on the basis of the actual number of days elapsed over a year of
365 or 366 days, as the case may be, when determined by reference to the Prime
Rate and over a year of 360 days at all other times) equal to the rate that
would be applicable to an ABR Revolving Loan plus 2.00%.

      SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that prior to the commencement of any Interest Period for a Eurodollar
Borrowing or the Credit-Linked Deposit (a) the Administrative Agent shall have
determined that adequate and reasonable means do not exist for determining the
Adjusted LIBO Rate for such Interest Period or (b) the Administrative Agent is
advised by the Required Lenders that the Adjusted LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing or such Credit-Linked
Deposit, as applicable, for such Interest Period, the Administrative Agent
shall, as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing, (ii)
any Interest Period election that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (iii) the Credit-Linked Deposits shall be invested so as to earn a return
equal to the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation. Each determination by the Administrative Agent under
this Section 2.08 shall be conclusive absent manifest error.

                                       35
<PAGE>

      SECTION 2.09. Termination and Reduction of Commitments; Return and
Reduction of Credit-Linked Deposits. (a) Unless previously terminated in
accordance with the terms hereof, the Revolving Credit Commitments, the
Swingline Commitment and the Revolving L/C Commitment shall automatically
terminate on the Maturity Date. If any Funded Letter of Credit remains
outstanding on the Maturity Date, the Borrower shall deposit with the
Administrative Agent an amount in cash equal to 100% of the aggregate undrawn
amount of such Funded Letter of Credit (after giving effect to any amounts of
cash collateral previously provided with respect thereto) to secure the full
obligations with respect to any drawings that may occur thereunder. Subject only
to the Borrower's compliance with its obligations under the immediately
preceding sentence, any amount of the Credit-Linked Deposits held in the
Credit-Linked Deposit Account will be returned to the Funded L/C Lenders on the
Maturity Date. Notwithstanding the foregoing, all the Commitments shall
automatically terminate at 5:00 p.m., New York City time, on June 15, 2004, if
the initial Credit Event shall not have occurred by such time.

      (b)   Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
Revolving Credit Commitments or the Swingline Commitment; provided, however,
that (i) each partial reduction of the Revolving Credit Commitments or the
Swingline Commitment shall be in an integral multiple of $500,000 and in a
minimum amount of $1,000,000 and (ii) the Total Revolving Credit Commitment
shall not be reduced to an amount that is less than the Aggregate Revolving
Credit Exposure then in effect. Upon at least three Business Days' prior
irrevocable written or fax notice to the Administrative Agent, the Borrower may
at any time in whole permanently reduce, or from time to time in part
permanently reduce, the Total Credit-Linked Deposit; provided, however, that (i)
each partial reduction of the Total Credit-Linked Deposit shall be in an
integral multiple of $500,000 and in a minimum amount of $1,000,000 and (ii) the
Total Credit-Linked Deposit shall not be reduced to an amount that would result
in the aggregate Funded L/C Exposure exceeding the Total Credit-Linked Deposit
(as so reduced). In the event the Credit-Linked Deposits shall be reduced as
provided in the immediately preceding sentence, the Administrative Agent shall
return all amounts in the Credit-Linked Deposit Account in excess of the reduced
Total Credit-Linked Deposit to the Funded L/C Lenders ratably in accordance with
their Pro Rata Percentages of the Total Credit-Linked Deposit (as determined
immediately prior to such reduction).

      (c)   Each reduction in the Revolving Credit Commitments or Swingline
Commitment, or reduction of the Total Credit-Linked Deposit, hereunder shall be
made ratably among the Revolving Credit Lenders or the Funded L/C Lenders, as
the case may be, in accordance with their Pro Rata Percentages. The Borrower
shall pay to the Administrative Agent for the account of the applicable Lenders,
on the date of each termination or reduction, the Commitment Fees on the amount
of the Commitments so terminated or reduced accrued to but excluding the date of
such termination or reduction. Each return of Credit-Linked Deposits hereunder
shall be accompanied by the accrued interest and fees on the amount of the
Credit-Linked Deposit paid to but excluding the date of such return.

      SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 12:00 p.m.

                                       36
<PAGE>

(noon), New York City time, one Business Day prior to conversion, to convert any
Eurodollar Borrowing of the Borrower into an ABR Borrowing, (b) not later than
12:00 p.m. (noon), New York City time, three Business Days prior to conversion
or continuation, to convert any ABR Borrowing of the Borrower into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing of the Borrower as a
Eurodollar Borrowing for an additional Interest Period and (c) not later than
12:00 p.m. (noon), New York City time, three Business Days prior to conversion,
to convert the Interest Period with respect to any Eurodollar Borrowing of the
Borrower to another permissible Interest Period, subject in each case to the
following:

            (i)   each conversion or continuation shall be made pro rata among
      the Lenders in accordance with the respective principal amounts of the
      Loans comprising the converted or continued Borrowing;

            (ii)  if less than all the outstanding principal amount of any
      Borrowing shall be converted or continued, then each resulting Borrowing
      shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
      regarding the principal amount and maximum number of Borrowings of the
      relevant Type;

            (iii) each conversion shall be effected by each Lender and the
      Administrative Agent by recording for the account of such Lender the new
      Loan of such Lender resulting from such conversion and reducing the Loan
      (or portion thereof) of such Lender being converted by an equivalent
      principal amount; accrued interest on any Eurodollar Loan (or portion
      thereof) being converted shall be paid by the Borrower at the time of
      conversion;

            (iv)  if any Eurodollar Borrowing is converted at a time other than
      the end of the Interest Period applicable thereto, the Borrower shall pay,
      upon demand, any amounts due to the Lenders pursuant to Section 2.15;

            (v)   any portion of a Borrowing maturing or required to be repaid
      in less than one month may not be converted into or continued as a
      Eurodollar Borrowing;

            (vi)  any portion of a Eurodollar Borrowing that cannot be converted
      into or continued as a Eurodollar Borrowing by reason of the immediately
      preceding clause shall be automatically converted at the end of the
      Interest Period in effect for such Borrowing into an ABR Borrowing; and

            (vii) after the occurrence and during the continuance of a Default
      or Event of Default, no outstanding Loan may be converted into, or
      continued as, a Eurodollar Loan.

      Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the Borrower requests be converted or continued, (ii) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.10 to

                                       37
<PAGE>

continue any Borrowing into a subsequent Interest Period (and shall not
otherwise have given notice in accordance with this Section 2.10 to convert such
Borrowing), such Borrowing shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof), automatically be converted
or continued into an ABR Borrowing.

      SECTION 2.11. Prepayment. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, subject
to Section 2.15, but otherwise without premium or penalty, upon at least three
Business Days' prior written or fax notice (or telephone notice promptly
confirmed by written or fax notice) in the case of Eurodollar Loans, or written
or fax notice (or telephone notice promptly confirmed by written or fax notice)
at least one Business Day prior to the date of prepayment in the case of ABR
Loans, to the Administrative Agent before 12:00 p.m. (noon), New York City time;
provided, however, that each partial prepayment shall be in an amount that is an
integral multiple of $500,000 and not less than $1,000,000.

      (b)   Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.11 shall be subject to Section 2.15, but otherwise without premium or penalty.
All prepayments under this Section 2.11 shall be accompanied by accrued and
unpaid interest on the principal amount to be prepaid to but excluding the date
of payment.

      SECTION 2.12. Mandatory Prepayments. (a) In the event of any
termination of all the Revolving Credit Commitments, the Borrower shall, on the
date of such termination, repay or prepay all its outstanding Revolving Credit
Borrowings and all its outstanding Swingline Loans and replace all its
outstanding Revolving Letters of Credit and/or deposit an amount equal to the
Revolving L/C Exposure in cash in a cash collateral account established with the
Collateral Agent for the benefit of the Secured Parties pursuant to Section
2.22(j). If as a result of any partial reduction of the Revolving Credit
Commitments the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Credit Commitment after giving effect thereto, then the Borrower
shall, on the date of such reduction, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and/or cash
collateralize Revolving Letters of Credit pursuant to Section 2.22(j) in an
amount sufficient to eliminate such excess. If at any time the Funded L/C
Exposure shall exceed the Total Credit-Linked Deposit, the Borrower shall cash
collateralize Funded Letters of Credit pursuant to Section 2.22(j) in an amount
sufficient to eliminate such excess.

      (b)   Not later than the fifth Business Day following the completion of
any Asset Sale or the occurrence of any Recovery Event, the Borrower shall apply
the Required Prepayment Percentage of the Net Cash Proceeds received with
respect thereto to prepay outstanding Loans and/or cash collateralize Letters of
Credit in accordance with Section 2.12(e).

      (c)   In the event and on each occasion that an Equity Issuance occurs,
the Borrower shall, substantially simultaneously with (and in any event not
later than the fifth Business Day next following) the occurrence of such Equity
Issuance, apply the Required Prepayment

                                       38
<PAGE>

Percentage of the Net Cash Proceeds therefrom to prepay outstanding Loans and/or
cash collateralize Letters of Credit in accordance with Section 2.12(e).

      (d)   In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other incurrence of
Indebtedness of any Loan Party or any subsidiary of a Loan Party (other than
Indebtedness permitted pursuant to Section 6.01), the Borrower shall,
substantially simultaneously with (and in any event not later than the third
Business Day next following) the receipt of such Net Cash Proceeds by such Loan
Party or such subsidiary, apply an amount equal to the Required Prepayment
Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or cash
collateralize Letters of Credit in accordance with Section 2.12(e).

      (e)   Mandatory prepayments under paragraphs (b), (c) and (d) of this
Section shall be applied first, to cash collateralize outstanding Funded Letters
of Credit (up to an aggregate amount equal to the aggregate undrawn face amount
of all outstanding Funded Letters of Credit) pursuant to Section 2.22(j),
second, to prepay outstanding Loans, and third, to cash collateralize
outstanding Revolving Letters of Credit (up to an aggregate amount equal to the
aggregate undrawn face amount of all outstanding Revolving Letters of Credit)
pursuant to Section 2.22(j); provided that, at any time during the occurrence
and continuance of a Default or an Event of Default, mandatory prepayments under
this Section shall be applied to cash collateralize outstanding Funded Letters
of Credit (up to an aggregate amount equal to the aggregate undrawn face amount
of all outstanding Funded Letters of Credit) pursuant to Section 2.22(j), on the
one hand, and to initially prepay outstanding Loans and thereafter cash
collateralize outstanding Revolving Letters of Credit (up to an aggregate amount
equal to the aggregate undrawn face amount of all Revolving Letters of Credit)
pursuant to Section 2.22(j), on the other hand, ratably based on the amount that
the outstanding Funded Letters of Credit, on the one hand, and the outstanding
Loans and Revolving Letters of Credit, on the other hand, in each case at the
time of such prepayment, represent of the total amount of all outstanding Loans
and Letters of Credit at such time. Notwithstanding anything herein to the
contrary, mandatory prepayments of outstanding Loans pursuant to this Section
shall not be deemed in and of themselves to result in any permanent reduction of
any Commitments.

      (f)   The Borrower shall deliver to the Administrative Agent, at the time
of each prepayment required under this Section 2.12, (i) a certificate signed by
a Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount and date of such prepayment and (ii) to the extent
practicable, at least three days prior written notice of such prepayment. Each
notice of prepayment shall specify the prepayment date, the required application
of such prepayment amount, the principal amount of each Loan (or portion
thereof) to be prepaid and the amount of any Letters of Credit to be cash
collateralized. All prepayments of Borrowings pursuant to this Section 2.12
shall be subject to Section 2.15, but shall otherwise be without premium or
penalty.

      SECTION 2.13. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement, if any Change in Law
shall:

            (i)   impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by,

                                       39
<PAGE>

      any Lender, the Administrative Agent or the Issuing Bank (except any such
      reserve requirement which is reflected in the Adjusted LIBO Rate) or

            (ii)  impose on any Lender, the Administrative Agent or the Issuing
      Bank or the London interbank market any other condition affecting this
      Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
      or participation therein or any Credit-Linked Deposit,

and the result of any of the foregoing shall be to increase the cost to such
Lender or the Issuing Bank of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to any
Lender, the Administrative Agent or the Issuing Bank of issuing or maintaining
any Letter of Credit or any Credit-Linked Deposit or purchasing or maintaining a
participation therein or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender, the Administrative Agent or the
Issuing Bank to be material, then the Borrower will pay to such Lender, the
Administrative Agent or the Issuing Bank, as the case may be, upon demand such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

      (b)   If any Lender, the Administrative Agent or the Issuing Bank shall
have determined that any Change in Law regarding capital adequacy has or would
have the effect of reducing the rate of return on such Lender's, the
Administrative Agent's or the Issuing Bank's capital or on the capital of such
Lender's, the Administrative Agent's or the Issuing Bank's holding company, if
any, as a consequence of this Agreement or the Loans made by, or Credit-Linked
Deposits funded by, or participations in Letters of Credit purchased by, such
Lender or the Letters of Credit issued by the Issuing Bank to a level below that
which such Lender, the Administrative Agent or the Issuing Bank or such
Lender's, the Administrative Agent's or the Issuing Bank's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's, the Administrative Agent's or the Issuing Bank's policies and the
policies of such Lender's, the Administrative Agent's or the Issuing Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Lender, the Administrative Agent or the Issuing Bank to be material, then from
time to time the Borrower shall pay to such Lender, the Administrative Agent or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender, the Administrative Agent or the Issuing Bank or such
Lender's, the Administrative Agent's or the Issuing Bank's holding company for
any such reduction suffered.

      (c)   A certificate of a Lender, the Administrative Agent or the Issuing
Bank setting forth the amount or amounts necessary to compensate such Lender,
the Administrative Agent or the Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender, the Administrative Agent or the Issuing Bank, as
the case may be, the amount or amounts shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.

      (d)   Failure or delay on the part of any Lender, the Administrative Agent
or the Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of

                                       40
<PAGE>

such Lender's, the Administrative Agent's or the Issuing Bank's right to demand
such compensation; provided that the Borrower shall not be under any obligation
to compensate any Lender, the Administrative Agent or the Issuing Bank under
paragraph (a) or (b) above for increased costs or reductions with respect to any
period prior to the date that is 270 days prior to such request if such Lender,
the Administrative Agent or the Issuing Bank knew or could reasonably have been
expected to know of the circumstances giving rise to such increased costs or
reductions and of the fact that such circumstances would result in a claim for
increased compensation by reason of such increased costs or reductions; provided
further that the foregoing limitation shall not apply to any increased costs or
reductions arising out of the retroactive application of any Change in Law
within such 270-day period. The protection of this Section shall be available to
each Lender, the Administrative Agent and the Issuing Bank regardless of any
possible contention of the invalidity or inapplicability of the Change in Law
that shall have occurred or been imposed.

      SECTION 2.14. Change in Legality. (a) Notwithstanding any other
provision of this Agreement, if any Change in Law shall make it unlawful for any
Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

            (i)   such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans), whereupon any request for a Eurodollar Borrowing (or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing for an additional Interest Period) shall, as to such Lender
      only, be deemed a request for an ABR Loan (or a request to continue an ABR
      Loan as such for an additional Interest Period or to convert a Eurodollar
      Loan into an ABR Loan, as the case may be), unless such declaration shall
      be subsequently withdrawn; and

            (ii)  such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans, in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans as of the effective
      date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans. Any such conversion of a Eurodollar Loan under (i) above
shall be subject to Section 2.15.

      (b)   For purposes of this Section 2.14, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

                                       41
<PAGE>

      SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor, (iii) any Eurodollar Loan to be made by
such Lender (including any Eurodollar Loan to be made pursuant to a conversion
or continuation under Section 2.10) not being made after notice of such Loan
shall have been given by the Borrower hereunder, (iv) the default by the
Borrower in making any reduction of any Credit-Linked Deposits after notice
thereof shall have been given by the Borrower hereunder or (v) the reduction of
any Credit-Linked Deposits on a day which is not the last day of the Interest
Period with respect thereto (any of the events referred to in this clause (a)
being called a "Breakage Event") or (b) any default in the making of any payment
or prepayment required to be made hereunder. In the case of any Breakage Event,
such loss shall include an amount equal to the excess, as reasonably determined
by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan or
Credit-Linked Deposit that is the subject of such Breakage Event for the period
from the date of such Breakage Event to the last day of the Interest Period in
effect (or that would have been in effect) for such Loan or Credit-Linked
Deposit, as the case may be, over (ii) the amount of interest likely to be
realized by such Lender in redeploying the funds released or not utilized by
reason of such Breakage Event for such period. A certificate of any Lender
setting forth any amount or amounts which such Lender is entitled to receive
pursuant to this Section 2.15 shall be delivered to the Borrower and shall be
conclusive absent manifest error.

      SECTION 2.16. Pro Rata Treatment. Except as provided below in this Section
2.16 with respect to Swingline Loans and as required under Section 2.14, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Commitment Fees, each
payment of interest and fees on the Credit-Linked Deposits, each reduction of
the Revolving Credit Commitments, each reduction of the Credit-Linked Deposits
and each conversion of any Borrowing to or continuation of any Borrowing as a
Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Loans or Credit-Linked Deposits, as the
case may be). For purposes of determining the available Revolving Credit
Commitments of the Lenders at any time, each outstanding Swingline Loan shall be
deemed to have utilized the Revolving Credit Commitments of the Lenders
(including those Lenders which shall not have made Swingline Loans) pro rata in
accordance with such respective Revolving Credit Commitments. Each Lender agrees
that in computing such Lender's portion of any Borrowing or Credit-Linked
Deposit to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing or Credit-Linked Deposit to the
next higher or lower whole dollar amount.

      SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such

                                       42
<PAGE>

Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in
respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid
principal portion of its Loans and participations in L/C Disbursements shall be
proportionately less than the unpaid principal portion of the Loans and
participations in L/C Disbursements of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Loans and L/C Exposure of such other Lender, so that the aggregate unpaid
principal amount of the Loans and L/C Exposure and participations in Loans and
L/C Exposure held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding
as the principal amount of its Loans and L/C Exposure prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal amount
of all Loans and L/C Exposure outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.17
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustment restored without interest. The
Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in a Loan or L/C Disbursement deemed to have been
so purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower to such
Lender by reason thereof as fully as if such Lender had made a Loan directly to
the Borrower in the amount of such participation.

      SECTION 2.18. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than 1:00 p.m., New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly to the Swingline Lender except as otherwise provided in Section
2.20(e)) shall be made to the Administrative Agent at its main banking office in
New York, New York. All payments hereunder and under each other Loan Document
shall be made in dollars.

      (b)   Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may, at
the Borrower's option, be made on the immediately preceding Business Day, and,
if not so paid, the due date for such payment shall be extended to the next
succeeding Business Day (and such extension of time shall in such case be
included in the computation of interest or Fees, if applicable).

      SECTION 2.19. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower or any other Loan Party hereunder or under any other
Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any other
Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions

                                       43
<PAGE>

applicable to additional sums payable under this Section) the Administrative
Agent or such Lender (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower or such
other Loan Party shall make (or cause to be made) such deductions and (iii) the
Borrower or such other Loan Party shall pay (or cause to be paid) the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law. In addition, the Borrower or any other Loan Party hereunder
shall pay (or cause to be paid) any Other Taxes imposed other than by deduction
or withholding to the relevant Governmental Authority in accordance with
applicable law.

      (b)   The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, or any of their respective Affiliates, on or with
respect to any payment by or on account of any obligation of the Borrower or any
Loan Party hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender, or by the Administrative Agent
on its behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

      (c)   As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Loan Party to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (d)   Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the reasonable written request of the
Borrower, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate; provided that such Lender is legally entitled to complete,
execute and deliver such documentation and in such Lender's judgment such
completion, execution or delivery would not materially prejudice the legal
position of such Lender.

      (e)   Any Lender that is a United States person, as defined in Section
7701(a)(30) of the Internal Revenue Code, and is not an exempt recipient within
the meaning of Treasury Regulations Section 1.6049-4(c) shall deliver to the
Borrower (with a copy to the Administrative Agent) two accurate and complete
original signed copies of Internal Revenue Service Form W-9, or any successor
form that such person is entitled to provide at such time in order to comply
with United States back-up withholding requirements.

      (f)   Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.19 shall survive the payment in full of all amounts due
hereunder.

                                       44
<PAGE>

      (g)   In the event that any Lender or the Administrative Agent receives a
refund in respect of Indemnified Taxes or Other Taxes as to which it has been
paid additional amounts by the Borrower pursuant to clause (a) of this Section
or indemnified by the Borrower pursuant to clause (b) of this Section and such
Lender or the Administrative Agent, as applicable, reasonably determines that
such refund is attributable to such additional amounts or indemnification, then
such Lender or the Administrative Agent, as applicable, shall promptly notify
the Administrative Agent and the Borrower and shall within 30 Business Days
after the refund is actually received remit to the Borrower an amount as such
Lender or the Administrative Agent, as applicable, determines to be the
proportion of the refunded amount as will leave such Lender or the
Administrative Agent, as applicable, after such remittance, in no better or
worse position than it would have been if the Indemnified Taxes or Other Taxes
had not been imposed and the corresponding additional amounts or indemnification
payment not been made. Nothing in this Section 2.19(g) shall oblige any Lender
or the Administrative Agent to disclose to the Borrower or any other person any
information regarding its tax affairs or tax computations or interfere with the
right of any Lender or the Administrative Agent to arrange its tax affairs in
whatever manner it thinks fit and, in particular, neither any Lender nor the
Administrative Agent shall be under any obligation to claim relief from its
corporate profits or similar tax liability in credits or deductions available to
it and, if it does so claim, the extent, order and manner in which it does so
shall be at its absolute discretion.

      SECTION 2.20. Assignment of Commitments Under Certain Circumstances; Duty
to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.14, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.19 or (iv) any Lender does not consent to a proposed amendment,
modification or waiver of this Agreement requested by the Borrower which
requires the consent of all of the Lenders to become effective (and which is
approved by at least the Required Lenders), the Borrower may, at its sole
expense and effort (including with respect to the processing and recordation fee
referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank
and the Administrative Agent, require such Lender or the Issuing Bank to
transfer and assign, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all of its interests, rights and
obligations under this Agreement to an assignee that shall assume such assigned
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (x) such assignment shall not conflict with any law,
rule or regulation or order of any court or other Governmental Authority having
jurisdiction, (y) solely with respect to replacements of Lenders pursuant to
clauses (i), (ii) or (iii) of this Section, the Borrower shall have received the
prior written consent of the Administrative Agent, the Issuing Bank and the
Swingline Lender, which consent shall not unreasonably be withheld, and (z) the
Borrower or such assignee shall have paid to the affected Lender or the Issuing
Bank in immediately available funds an amount equal to the sum of the principal
of and interest accrued to the date of such payment on the outstanding Loans or
L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all
Fees and other amounts accrued for the account of such Lender or the Issuing
Bank hereunder (including any amounts under Section 2.13 and Section 2.15);
provided further that, if prior to any such transfer and assignment the
circumstances or event that resulted in such Lender's or the Issuing Bank's
claim for compensation under Section 2.13 or notice under Section 2.14 or the
amounts paid pursuant to

                                       45
<PAGE>

Section 2.19, as the case may be, cease to cause such Lender or the Issuing Bank
to suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.14, or cease to result in amounts being payable under Section 2.19, as
the case may be (including as a result of any action taken by such Lender or the
Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing
Bank shall waive its right to claim further compensation under Section 2.13 in
respect of such circumstances or event or shall withdraw its notice under
Section 2.14 or shall waive its right to further payments under Section 2.19 in
respect of such circumstances or event, as the case may be, then such Lender or
the Issuing Bank shall not thereafter be required to make any such transfer and
assignment hereunder. In connection with any such replacement, if the replaced
Lender does not execute and deliver to the Administrative Agent a duly completed
Assignment and Acceptance reflecting such replacement within five Business Days
of the date on which the replacement Lender executes and delivers such
Assignment and Acceptance to the replaced Lender, then such replaced Lender
shall be deemed to have executed and delivered such Assignment and Acceptance.

      (b)   If (i) any Lender or the Issuing Bank shall request compensation
under Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice
described in Section 2.14 or (iii) the Borrower is required to pay any
additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank, pursuant to Section
2.19, then such Lender or the Issuing Bank shall use reasonable efforts (which
shall not require such Lender or the Issuing Bank to incur an unreimbursed loss
or unreimbursed cost or expense or otherwise take any action inconsistent with
its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any
certificate or document reasonably requested in writing by the Borrower or (y)
to assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would reduce its claims for compensation under Section 2.13 or enable it to
withdraw its notice pursuant to Section 2.14 or would reduce amounts payable
pursuant to Section 2.19, as the case may be, in the future. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or the
Issuing Bank in connection with any such filing or assignment, delegation and
transfer.

      SECTION 2.21. Swingline Loans. (a) Swingline Commitment. Subject to the
terms and conditions hereof and relying upon the representations and warranties,
set forth herein, the Swingline Lender agrees to make loans to the Borrower, at
any time and from time to time after the Closing Date, and until the earlier of
the Maturity Date and the termination of the Revolving Credit Commitments in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of all
Swingline Loans exceeding $20,000,000 in the aggregate or (ii) the Aggregate
Revolving Credit Exposure, after giving effect to any Swingline Loan, exceeding
the Total Revolving Credit Commitment. Each Swingline Loan shall be in a
principal amount that is an integral multiple of $500,000 and not less than
$1,000,000. The Swingline Commitment may be terminated or reduced from time to
time as provided herein. Within the foregoing limits, the Borrower may borrow,
pay or prepay and reborrow Swingline Loans hereunder, subject to the terms,
conditions and limitations set forth herein.

                                       46
<PAGE>

      (b)   Swingline Loans. The Borrower shall notify the Administrative Agent
by fax, or by telephone (confirmed by fax), not later than 1:00 p.m., New York
City time, on the day of a proposed Swingline Loan to be made to it. Such notice
shall be delivered on a Business Day, shall be irrevocable and shall refer to
this Agreement and shall specify the requested date (which shall be a Business
Day) and amount of such Swingline Loan. The Administrative Agent will promptly
advise the Swingline Lender of any notice received from the Borrower pursuant to
this paragraph (b). The Swingline Lender shall make each Swingline Loan
available to the Borrower by means of a credit to the account of the Borrower
identified in such notice promptly on the date such Swingline Loan is so
requested.

      (c)   Prepayment. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) to the Swingline Lender and to the Administrative Agent before 1:00
p.m., New York City time, on the date of prepayment at the Swingline Lender's
address for notices specified in the Lender Addendum delivered by the Swingline
Lender. All principal payments of Swingline Loans shall be accompanied by
accrued interest on the principal amount being repaid to the date of payment.

      (d)   Interest. Each Swingline Loan shall be an ABR Loan and, subject to
the provisions of Section 2.07, shall bear interest as provided in Section
2.06(a).

      (e)   Participations. The Swingline Lender may by written notice given to
the Administrative Agent not later than 12:00 p.m. (noon), New York City time,
on any Business Day require the Revolving Credit Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Revolving Credit Lenders will participate. The Administrative Agent
will, promptly upon receipt of such notice, give notice to each Revolving Credit
Lender, specifying in such notice such Lender's Pro Rata Percentage of such
Swingline Loan or Loans. In furtherance of the foregoing, each Revolving Credit
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Revolving Credit Lender's Pro Rata Percentage of such
Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each Revolving Credit
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c)
with respect to Loans made by such Lender (and Section 2.02(c) shall apply,
mutatis mutandis, to the payment obligations of the Lenders under this Section)
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts

                                       47
<PAGE>

received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments pursuant
to this paragraph and to the Swingline Lender, as their interests may appear.
The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrower (or other party liable for obligations of the
Borrower) of any default in the payment thereof.

      SECTION 2.22. Letters of Credit. (a) General. Subject to the terms and
conditions hereof, the Borrower may request the issuance of (i) a Revolving
Letter of Credit at any time and from time to time prior to the date that is
five Business Days prior to the termination of the Revolving Credit Commitments
and (ii) a Funded Letter of Credit at any time and from time to time during the
Funded Letter of Credit Availability Period, in each case for its own account or
for the account of any of the Subsidiary Guarantors (in which case the Borrower
and such Subsidiary Guarantor shall be co-applicants with respect to such Letter
of Credit), in form and substance reasonably acceptable to the Administrative
Agent and the Issuing Bank. This Section shall not be construed to impose an
obligation upon the Issuing Bank to issue any Letter of Credit that is
inconsistent with the terms and conditions of this Agreement. In addition, any
amendment, renewal or extension of an existing Letter of Credit in accordance
with the terms hereof shall be in form and substance reasonably acceptable to
the Administrative Agent and the Issuing Bank.

      (b)   Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or fax to the Issuing Bank and the Administrative Agent (no less than three
Business Days (or such shorter period of time acceptable to the Issuing Bank) in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, whether such Letter of Credit
shall be a Funded Letter of Credit or a Revolving Letter of Credit, the date of
issuance, amendment, renewal or extension, the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) below), the amount of
such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare such Letter of Credit. A
Funded Letter of Credit shall be issued, amended, renewed or extended only if,
and upon issuance, amendment, renewal or extension of each such Funded Letter of
Credit, the Borrower shall be deemed to represent and warrant that, after giving
effect to such issuance, amendment, renewal or extension the Funded L/C Exposure
shall not exceed the Total Credit-Linked Deposit at such time. A Revolving
Letter of Credit shall be issued, amended, renewed or extended only if, and upon
issuance, amendment, renewal or extension of each such Revolving Letter of
Credit, the Borrower shall be deemed to represent and warrant that, after giving
effect to such issuance, amendment, renewal or extension, (i) the Revolving L/C
Exposure shall not exceed $50,000,000 and (ii) the Aggregate Revolving Credit
Exposure shall not exceed the Total Revolving Credit Commitment. If the Borrower
shall fail to specify whether any requested Letter of Credit is to be a Funded
Letter of Credit or a Revolving Letter of Credit, then the requested Letter of
Credit shall be deemed to be a Funded Letter of Credit unless the issuance
thereof would result in the Funded L/C Exposure exceeding the Total
Credit-Linked Deposit at such time, in which case it shall be deemed to be a
Revolving Letter of Credit, but only if the issuance of a Revolving Letter of
Credit is permissible at such time as described above.

                                       48
<PAGE>

Notwithstanding the foregoing, the issuance of Funded Letters of Credit shall
also be subject to the limitations set forth in Section 2.22(e) below.

      (c)   Expiration Date. Each Letter of Credit shall expire at the close of
business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit and (ii) the date that is five Business Days prior to
the Maturity Date, unless such Letter of Credit expires by its terms on an
earlier date; provided, however, that a Letter of Credit may, upon the request
of the Borrower, include a provision whereby such Letter of Credit shall be
renewed automatically for additional consecutive periods of 12 months or less
(but not beyond the date that is five Business Days prior to the Maturity Date)
unless the Issuing Bank notifies the beneficiary thereof at least 30 days prior
to the then-applicable expiration date that such Letter of Credit will not be
renewed.

      (d)   Participations. By the issuance of a Revolving Letter of Credit and
without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender's Pro Rata Percentage of the aggregate amount available to
be drawn under such Letter of Credit, effective upon the issuance of such Letter
of Credit. In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender's Pro
Rata Percentage of each Revolving L/C Disbursement made by the Issuing Bank and
not reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Revolving Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever.

      On the Closing Date, without any further action on the part of the Issuing
Bank or the Lenders, the Issuing Bank hereby grants to each Funded L/C Lender,
and each such Lender hereby acquires from the Issuing Bank, a participation in
each Funded Letter of Credit equal to such Lender's Pro Rata Percentage of the
aggregate amount available to be drawn under such Letter of Credit. The
aggregate purchase price for the participations of each Funded L/C Lender in
Funded Letters of Credit shall equal the amount of the Credit-Linked Deposit of
such Lender. Each Funded L/C Lender shall pay to the Administrative Agent its
Credit-Linked Deposit in full on the Closing Date. Each Funded L/C Lender hereby
absolutely and unconditionally agrees that if the Issuing Bank makes a Funded
L/C Disbursement which is not reimbursed by the Borrower on the date due
pursuant to Section 2.22(e), or is required to refund any reimbursement payment
in respect of any Funded L/C Disbursement to the Borrower for any reason, the
Administrative Agent shall reimburse the Issuing Bank for the amount of such
Funded L/C Disbursement, ratably as among the Funded L/C Lenders in accordance
with their Pro Rata Percentages of the Total Credit-Linked Deposit, from such
Funded L/C Lender's Credit-Linked Deposit on deposit in the Credit-Linked
Deposit Account. In the event the Credit-Linked Deposit Account is charged by
the Administrative Agent to reimburse the Issuing Bank for an unreimbursed
Funded L/C Disbursement, the Borrower shall have the right, at any time prior to
the Maturity Date, to

                                       49
<PAGE>

pay over to the Administrative Agent in reimbursement thereof an amount equal to
the amount so charged, and such payment shall be deposited by the Administrative
Agent in the Credit-Linked Deposit Account. Each Funded L/C Lender acknowledges
and agrees that its obligation to acquire and fund participations in respect of
Funded Letters of Credit pursuant to this paragraph is unconditional and
irrevocable and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or an Event of Default or the return
of the Credit Linked Deposits, and that such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Without limiting the
foregoing, each Funded L/C Lender irrevocably authorizes the Administrative
Agent to apply amounts of its Credit-Linked Deposit as provided in this
paragraph.

      (e)   Reimbursement. Subject to the provisions of Section 2.02(f), if the
Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit,
the Borrower shall pay to the Administrative Agent an amount equal to such L/C
Disbursement on the same Business Day on which the Borrower shall have received
notice from the Issuing Bank that payment of such draft will be made, or, if the
Borrower shall have received such notice later than 10:00 a.m., New York City
time, on any Business Day, not later than 10:00 a.m., New York City time, on the
immediately following Business Day.

      In the event that the Borrower is required to reimburse the Issuing Bank
for any Funded L/C Disbursement, for a period of 91 days following such
reimbursement payment by the Borrower, the Funded L/C Exposure shall be deemed
to include for all purposes hereunder (including for purposes of the issuance of
any new Funded Letter of Credit during such period) the amount of such
reimbursement payment until the end of such 91-day period

      (f)   Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

            (i)   any lack of validity or enforceability of any Letter of Credit
      or any Loan Document, or any term or provision therein;

            (ii)  any amendment or waiver of, or any consent to departure from,
      all or any of the provisions of any Letter of Credit or any Loan Document;

            (iii) the existence of any claim, setoff, defense or other right
      that the Borrower, any other party guaranteeing, or otherwise obligated
      with, the Borrower, any subsidiary or other Affiliate thereof or any other
      person may at any time have against the beneficiary under any Letter of
      Credit, the Issuing Bank, the Administrative Agent or any Lender or any
      other person, whether in connection with this Agreement, any other Loan
      Document or any other related or unrelated agreement or transaction;

            (iv)  any draft or other document presented under a Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect;

                                       50
<PAGE>

            (v)   payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit; and

            (vi)  any other act or omission to act or delay of any kind of the
      Issuing Bank, any Lender, the Administrative Agent or any other person or
      any other event or circumstance whatsoever, whether or not similar to any
      of the foregoing, that might, but for the provisions of this Section,
      constitute a legal or equitable discharge of the Borrower's obligations
      hereunder.

      Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or willful misconduct of the Issuing Bank. However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's gross negligence or willful misconduct in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof; it is understood that the Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in
making any payment under any Letter of Credit (i) the Issuing Bank's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute willful
misconduct or gross negligence of the Issuing Bank.

      (g)   Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the applicable Lenders with respect to any such
L/C Disbursement. The Administrative Agent shall promptly give each Revolving
Credit Lender notice thereof.

      (h)   Interim Interest. If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing Bank, for each day from and
including the date of such L/C Disbursement to but excluding the earlier of

                                       51
<PAGE>

the date of payment by the Borrower or the date on which interest shall commence
to accrue thereon as provided in Section 2.02(f), (i) in the case of a Revolving
L/C Disbursement, at the rate per annum that would apply to such amount if such
amount were an ABR Revolving Loan and (ii) in the case of a Funded L/C
Disbursement, at the Adjusted LIBO Rate for the Interest Period at the time in
effect for the Credit-Linked Deposits plus a rate per annum equal to 2.75%.

      (i)   Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign at any time by giving 30 days' prior written notice to the Administrative
Agent, the Lenders and the Borrower. Subject to the next succeeding paragraph,
upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender
that shall agree to serve as successor Issuing Bank, such successor shall
succeed to and become vested with all the interests, rights and obligations of
the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from
its obligations to issue additional Letters of Credit hereunder. At the time
such removal or resignation shall become effective, the Borrower shall pay all
accrued and unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any
appointment as the Issuing Bank hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Administrative Agent, and, from and after the effective
date of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan
Documents and (ii) references herein and in the other Loan Documents to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the resignation or removal of the Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement and the other Loan Documents with respect to Letters of Credit issued
by it prior to such resignation or removal, but shall not be required to issue
additional Letters of Credit.

      (j)   Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders thereof (or, if the maturity of the
Loans has been accelerated, Revolving Credit Lenders and Funded L/C Lenders with
L/C Exposure representing greater than 50% of the total L/C Exposure) and of the
amount to be deposited, deposit in an account with the Collateral Agent, for the
ratable benefit of the Lenders, an amount in cash equal to the L/C Exposure as
of such date plus any accrued and unpaid interest and fees thereon. Such deposit
shall be held by the Collateral Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Collateral Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits in Permitted Investments, which investments
shall be made at the option and sole discretion of the Collateral Agent, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall (i)
automatically be applied by the Administrative Agent to reimburse the Issuing
Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held
for the satisfaction of the reimbursement obligations of the Borrower for the
L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders and Funded
L/C Lenders with L/C Exposure representing greater than 50% of the total L/C
Exposure), be applied to satisfy the Obligations. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an

                                       52
<PAGE>

Event of Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after all Events of Default
have been cured or waived. If the Borrower is required to provide an amount of
cash collateral hereunder pursuant to Section 2.12(a), such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower as and to the
extent that, after giving effect to such return, the Borrower would remain in
compliance with Section 2.12(a) and no Default or Event of Default shall have
occurred and be continuing. If the Borrower is required to provide an amount of
cash collateral hereunder pursuant to Section 2.12(b), (c) or (d), the Borrower
shall on the applicable date specified in Section 2.12(b), (c) or (d), deposit
an amount of cash collateral pursuant to this paragraph up to the lesser of the
aggregate undrawn face amount of all outstanding Funded Letters of Credit and/or
Revolving Letters of Credit, as applicable, on such date and the amount of such
Net Cash Proceeds being applied pursuant to Section 2.12(b), (c) or (d).

      (k)   Additional Issuing Banks. The Borrower may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of the Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph shall be deemed to be
an "Issuing Bank" (in addition to being a Lender) in respect of Letters of
Credit issued or to be issued by such Lender, and, with respect to such Letters
of Credit, such term shall thereafter apply to the other Issuing Bank and such
Lender.

      SECTION 2.23. Credit-Linked Deposit Account. (a) The Credit-Linked
Deposits shall be held by the Administrative Agent in the Credit-Linked Deposit
Account, and no party other than the Administrative Agent shall have a right of
withdrawal from the Credit-Linked Deposit Account or any other right or power
with respect to the Credit-Linked Deposits, except as expressly set forth in
Section 2.02(f) or 2.09(b). Notwithstanding any provision in this Agreement to
the contrary, the sole funding obligation of each Funded L/C Lender in respect
of its participation in Funded Letters of Credit shall be satisfied in full upon
the funding of its Credit-Linked Deposit on the Closing Date.

      (b)   Each of the Borrower, the Administrative Agent, the Issuing Bank and
each Funded L/C Lender hereby acknowledges and agrees that each Funded L/C
Lender is funding its Credit-Linked Deposit to the Administrative Agent for
application in the manner contemplated by Section 2.22(d) and that the
Administrative Agent has agreed to invest the Credit-Linked Deposits so as to
earn a return (except during periods when such Credit-Linked Deposits, or funds
advanced by the Administrative Agent against such Credit-Linked Deposits, are
used to cover unreimbursed Funded L/C Disbursements, and subject to Section
2.08) for the Funded L/C Lenders equal to (i) the LIBO Rate for the Interest
Period in effect for the Credit-Linked Deposits at such time (the "Benchmark
LIBO Rate") minus (ii) 0.15%. Such interest will be paid to the Funded L/C
Lenders by the Administrative Agent quarterly in arrears when Letter of Credit
fees are payable pursuant to Section 2.05(d). In addition to the foregoing
payments by the Administrative Agent, the Borrower agrees to make payments to
the Funded L/C Lenders quarterly in arrears when Letter of Credit fees are
payable pursuant to Section 2.05(d) (and together with the payment of such fees)
in an amount equal to 0.15% on the average daily amount of the Credit-Linked
Deposit during the applicable Interest Period.

                                       53
<PAGE>

      (c)   The Borrower shall have no right, title or interest in or to the
Credit-Linked Deposits and no obligations with respect thereto (except for the
reimbursement obligations provided in Section 2.22), it being acknowledged and
agreed by the parties hereto that the making of the Credit-Linked Deposits by
the Funded L/C Lenders, the provisions of this Section 2.23 and the application
of the Credit-Linked Deposits in the manner contemplated by Section 2.22(d)
constitute agreements among the Administrative Agent, the Issuing Bank and each
Funded L/C Lender with respect to the funding obligations of each Funded L/C
Lender in respect of its participation in Funded Letters of Credit and do not
constitute any loan or extension of credit to the Borrower.

      (d)   Subject to the Borrower's compliance with the cash-collateralization
requirements set forth herein, the Administrative Agent shall return any
remaining Credit-Linked Deposits to the Funded L/C Lenders following the
occurrence of the Maturity Date.

                                  ARTICLE III.

                         Representations and Warranties

      Each of Holdings and the Borrower jointly and severally represents and
warrants to the Arrangers, the Administrative Agent, the Collateral Agent, the
Issuing Bank and each of the Lenders that:

      SECTION 3.01. Organization; Powers. Holdings, the Borrower and each of the
Subsidiaries (a) is duly organized or formed, validly existing and in good
standing under the laws of the jurisdiction of its organization or formation,
(b) has all requisite power and authority, and the legal right, to own and
operate its property and assets, to lease the property it operates as lessee and
to carry on its business as now conducted and as currently proposed to be
conducted, (c) is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required, except (i) where the failure
so to qualify, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect and (ii) for jurisdictions not
recognizing the legal concepts of good standing or qualification, and (d) has
the power and authority, and the legal right, to execute, deliver and perform
its obligations under this Agreement, each of the other Loan Documents and each
other agreement or instrument contemplated hereby or thereby to which it is or
will be a party, including, in the case of the Borrower, to borrow hereunder, in
the case of each Loan Party, to grant the Liens contemplated to be granted by it
under the Security Documents and, in the case of each Subsidiary Guarantor, to
Guarantee the Obligations as contemplated by the Guarantee and Collateral
Agreement.

      SECTION 3.02. Authorization; No Conflicts. The Transactions (a) have been
duly authorized by all requisite corporate, partnership or limited liability
company and, if required, stockholder, partner or member action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings, the Borrower or any Subsidiary, or (B) any order of any
Governmental Authority or arbitrator, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under, or give rise to any right to accelerate or to require the
prepayment, repurchase or redemption of any obligation under any indenture,
agreement or other instrument to which Holdings, the Borrower or any Subsidiary
is a

                                       54
<PAGE>

party or by which any of them or any of their property is or may be bound or
(iii) result in the creation or imposition of any Lien upon or with respect to
any property or assets now owned or hereafter acquired by Holdings, the Borrower
or any Subsidiary (other than Liens created under the Security Documents).

      SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by each of Holdings and the Borrower and constitutes, and each other
Loan Document when executed and delivered by each Loan Party that is a party
thereto will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against such Loan Party 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.

      SECTION 3.04. Governmental Approvals. No action, consent or approval of,
registration or filing with, notice to, or any other action by, any Governmental
Authority is or will be required in connection with the Transactions, except for
(a) the filing of UCC financing statements and filings with the United States
Patent and Trademark Office and the United States Copyright Office, (b)
recordation of the Mortgages and (c) such as have been made or obtained and are
in full force and effect.

      SECTION 3.05. Financial Statements(a) . (a) The Borrower has heretofore
furnished to the Lenders (i) the consolidated balance sheets of the Borrower as
of the fiscal years ended December 31, 2003 and December 31, 2002 and the
consolidated statements of operations, member's equity and cash flows of the
Borrower for the fiscal year ended December 31, 2003 and for the period from
December 14, 2002 to December 31, 2003, and (ii) the combined statements of
operations, member's equity and cash flows for the Borrower's predecessor, which
represented a majority of the Virginia coal operations of The Brinks Company,
for the period from January 1, 2002 to December 13, 2002, in each case audited
by and accompanied by the report of KPMG LLP, independent public accountants.
Such financial statements present fairly in all material respects the financial
condition and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries and of the Borrower's predecessor, respectively, as of
such dates and for such periods. Such balance sheets and the notes thereto
disclose all material liabilities, direct or contingent, of the Borrower and its
consolidated Subsidiaries and of the Borrower's predecessor, respectively, as of
the dates thereof. Such financial statements were prepared in accordance with
GAAP applied on a consistent basis.

      (b) The Borrower has heretofore delivered to the Lenders its unaudited pro
forma consolidated balance sheet and statement of operations as of and for the
fiscal year ended December 31, 2003, prepared giving effect to the Transactions
as if they had occurred, with respect to such balance sheet, on such date and,
with respect to such statement of operations, on January 1, 2003. Such pro forma
financial statements (i) have been prepared in good faith by the Borrower, based
on the assumptions used to prepare the pro forma financial information contained
in the Confidential Information Memorandum (which assumptions are believed by
the Borrower on the date hereof and on the Closing Date to be reasonable), (ii)
are based on the best information available to the Borrower after due inquiry as
of the date of delivery thereof, (iii) accurately reflect all adjustments
required to be made to give effect to the Transactions and (iv) present fairly
in all material respects on a pro forma basis the estimated consolidated
financial

                                       55
<PAGE>

position and results of operations of the Borrower and its consolidated
Subsidiaries as of such date and for such period, assuming that the Transactions
had actually occurred at such date or on January 1, 2003, as the case may be.

      SECTION 3.06. No Material Adverse Change. No event, change or condition
has occurred since December 31, 2003 that has caused, or could reasonably be
expected to cause, a Material Adverse Effect.

      SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of
Holdings, the Borrower and the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its properties and assets that are material to
the Borrower and the Subsidiaries taken as a whole, and each of Holdings, the
Borrower and the Subsidiaries has Mining Title to all Active Operating
Properties, in each case, except (i) for minor defects in title that, in the
aggregate, are not substantial in amount and do not materially detract from the
value of the property subject thereto or interfere with its ability to conduct
its business as currently conducted or to utilize such properties and assets for
their intended purposes and (ii) any interest of a Loan Party in a leasehold
that is less than fully marketable because the consent of the lessor to a future
assignment has not been obtained.

      (b)   Each of Holdings, the Borrower and the Subsidiaries has complied
with all obligations under all leases to which it is a party that are material
to the Borrower and the Subsidiaries taken as a whole and all such leases are in
full force and effect. Each of Holdings, the Borrower and the Subsidiaries
enjoys peaceful and undisturbed possession under all such material leases.

      (c)   None of Holdings, the Borrower or any of the Subsidiaries has
received any notice of, nor has any knowledge of, any pending or contemplated
condemnation proceeding affecting the Mortgaged Properties or any sale or
disposition thereof in lieu of condemnation.

      (d)   None of Holdings, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein.

      SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing
Date a list of all Subsidiaries, including each Subsidiary's exact legal name
(as reflected in such Subsidiary's certificate or articles of incorporation or
other constitutive documents) and jurisdiction of incorporation or formation and
the percentage ownership interest of Holdings or the Borrower (direct or
indirect) therein, and identifies each Subsidiary that is a Loan Party. The
shares of capital stock of the Subsidiaries that are corporations are fully paid
and non-assessable and all Equity Interests indicated on Schedule 3.08 are owned
by Holdings or the Borrower, directly or indirectly, free and clear of all Liens
(other than Liens created under the Security Documents).

      SECTION 3.09. Litigation; Compliance with Laws. (a) There are no actions,
suits or proceedings at law or in equity or by or before any arbitrator or
Governmental Authority now pending or, to the knowledge of Holdings or the
Borrower, threatened against or affecting Holdings, the Borrower or any
Subsidiary or any business, property or rights of any such person (i) that
involve any Loan Document or the Transactions or (ii) as to which there is a
reasonable

                                       56
<PAGE>

possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

      (b)   None of Holdings, the Borrower or any of the Subsidiaries or any of
their respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation (including any zoning, building,
Mining Law, Environmental Law, ordinance, code or approval or any building
permits) or any restrictions of record or agreements affecting the Mortgaged
Property, or is in default with respect to any judgment, writ, injunction,
decree or order of any Governmental Authority, where such violation or default,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

      (c)   Permits are in effect for each Mortgaged Property as currently
constructed to the extent that such permits are required by any applicable law
and could reasonably be expected to be material to the business or operations of
the applicable Mortgaged Property. As of the Closing Date, no certificates of
occupancy for any preparation plants comprising the Mortgaged Property have been
required to be obtained (but have not been obtained) under applicable law that
could reasonably be expected to be material to the business or operations of the
applicable Mortgaged Property.

      SECTION 3.10. Agreements. (a) None of Holdings, the Borrower or any of the
Subsidiaries is a party to any agreement or instrument, or subject to any
corporate restriction, that, individually or in the aggregate, has resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (b)   None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, in each case, where such default, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

      (c)   As of the Closing Date, each Coal Supply Agreement is in full force
and effect, except to the extent that failure to be in full force and effect,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

      SECTION 3.11. Federal Reserve Regulations. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

      (b)   No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for purchasing or carrying Margin Stock or for the purpose of
purchasing, carrying or trading in any securities under such circumstances as to
involve the Borrower in a violation of Regulation X or to involve any broker or
dealer in a violation of Regulation T. No Indebtedness being reduced or retired
out of the  any Loans or Letters of Credit was or will be incurred
for the purpose of purchasing or carrying any Margin Stock. Following the
application of the proceeds of the

                                       57
<PAGE>

Loans and the Letters of Credit, Margin Stock will not constitute more than 25%
of the value of the assets of Holdings, the Borrower and the Subsidiaries. None
of the transactions contemplated by this Agreement will violate or result in the
violation of any of the provisions of the Regulations of the Board, including
Regulation T, U or X. If requested by any Lender or the Administrative Agent,
the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1 referred to in Regulation U.

      SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.
None of Holdings, the Borrower or any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.

      SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the
Revolving Loans on the Closing Date to finance certain of the Transactions and
to pay fees and expenses incurred in connection therewith and the proceeds of
the Revolving Loans and the Swingline Loans at any time thereafter solely for
working capital and general corporate purposes, including Permitted
Acquisitions. The Borrower will request the issuance of Letters of Credit solely
to support payment obligations incurred in the ordinary course of business by
the Borrower and the Subsidiary Guarantors.

      SECTION 3.14. Tax Returns. Each of Holdings, the Borrower and each of the
Subsidiaries has filed or caused to be filed all Federal, state, local and
foreign tax returns or materials required to have been filed by it and all such
tax returns are correct and complete in all material respects. Each of Holdings,
the Borrower and each of the Subsidiaries has paid or caused to be paid all
Taxes due and payable by it and all assessments received by it, except Taxes
that are being contested in good faith by appropriate proceedings and for which
Holdings, the Borrower or such Subsidiary, as applicable, shall have set aside
on its books adequate reserves. No Tax Lien has been filed, and to the knowledge
of Holdings, the Borrower and each of the Subsidiaries, no claim is being
asserted, with respect to any Tax. None of Holdings, the Borrower or any of the
Subsidiaries (a) intends to treat the Loans or any of the transactions
contemplated by any Loan Document as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4) or (b) is aware of any
facts or events that would result in such treatment.

      SECTION 3.15. No Material Misstatements. Each of Holdings and the Borrower
has disclosed to the Arrangers, the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which Holdings,
the Borrower or any of the Subsidiaries is subject, and all other matters known
to any of them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. None of (i) the Confidential
Information Memorandum or (ii) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of Holdings, the
Borrower or any Subsidiary to the Arrangers, the Administrative Agent or any
Lender for use in connection with the transactions contemplated by the Loan
Documents or in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto, taken as a whole, contained, contains or
will contain (in each case as of the date of its delivery to the Arrangers, the
Administrative Agent or any Lender)

                                       58
<PAGE>

any material misstatement of fact or omitted, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were, are or will be made, not misleading;
provided that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection, each
of Holdings and the Borrower represents only that it acted in good faith and
utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule.

      SECTION 3.16. Employee Benefit Plans. Each of the Borrower and each of its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Tax Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of the Borrower or
any of its ERISA Affiliates. The present value of all benefit liabilities under
each Benefit Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the last annual valuation
date applicable thereto, exceed by more than $2,500,000 the fair market value of
the assets of such Benefit Plan, and the present value of all benefit
liabilities of all underfunded Benefit Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the last annual valuation dates applicable thereto, exceed by more than
$2,500,000 the fair market value of the assets of all such underfunded Benefit
Plans. Neither the Borrower nor any ERISA Affiliate has incurred or reasonably
expects to incur any material withdrawal liability under ERISA to any
Multiemployer Plan or has any reason to believe that any such plan is unable to
pay benefits when due. Neither the Borrower nor any ERISA Affiliate has been
notified by any Multiemployer Plan that such Multiemployer Plan has been
terminated within the meaning of Title IV of ERISA and no Multiemployer Plan is
reasonably expected to be reorganized or terminated within the meaning of Title
IV of ERISA.

      SECTION 3.17. Environmental Law and Mining Law. Except as set forth in
Schedule 3.17:

      (a)   All material Environmental Permits and Mining Permits that are
required to have been obtained as of the date hereof by or on behalf of
Holdings, the Borrower or any of the Subsidiaries for the ownership and
operation of any mining operations have been obtained and remain in full force
and effect or have been applied for (or renewal has been applied for) in a
timely manner and are in the process of being obtained, and there are no pending
judicial or regulatory proceedings by or before any Governmental Authority that
could reasonably be expected to result in the denial, termination, revocation or
adverse modification of any such Environmental Permit or Mining Permit.

      (b)   Except for matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings,
the Borrower or any of the Subsidiaries (i) has failed to comply with any
Environmental Law or any Mining Law, and all instances of past noncompliance
have been cured, settled or resolved; (ii) has become a party to any
administrative or judicial proceeding or possesses knowledge of any such
proceeding that has been threatened that may result in the termination,
revocation or modification of any Environmental Permit or Mining Permit; (iii)
has become subject to any Environmental and

                                       59
<PAGE>

Mining Liability or possesses knowledge that any Mortgaged Property (A) is
subject to any Lien imposed pursuant to any Environmental Law or Mining Law or
(B) contains Hazardous Materials of a form or type or in a quantity or location
that could reasonably be expected to result in any Environmental and Mining
Liability; (iv) has received notice of any claim or threatened claim with
respect to any Environmental and Mining Liability other than those which have
been fully and finally resolved and for which no obligations remain outstanding;
or (v) possesses knowledge of any facts or circumstances that could form the
basis for any Environmental and Mining Liability or could interfere with or
prevent continued compliance with any Environmental Laws or Mining Laws by
Holdings, the Borrower or the Subsidiaries.

      (c)   None of Holdings, the Borrower or any of the Subsidiaries is (i)
subject to any material outstanding consent decree, compliance order or
administrative order or party to any ongoing litigation pursuant to an
Environmental Law or Mining Law; (ii) in receipt of written notice under the
citizen suit provision of any Environmental Law or Mining Law; (iii) in receipt
of any material written notice, complaint or claim seeking to impose an
Environmental and Mining Liability Act; (iv) in receipt of any applicable
written (A) Clean Air Section 114 Notice or (B) Comprehensive Environmental
Response Compensation and Liability Section 104(e) request, or potentially
responsible party or "PRP" notice or any similar information request or notice
under any similar state law; or (v) stores, treats or disposes any coal
combustion byproducts on any Mortgaged Properties or other facility of Holdings
except (A) in compliance with Environmental Law and Mining Law and (B) in a
manner, condition and quantity that could not reasonably be expected to result
in any material Environmental and Mining Liability.

      (d)   With respect to reclamation at past or present mining operations,
none of Holdings, the Borrower or any of the Subsidiaries is required pursuant
to any Environmental Law or Mining Law to maintain surety bonds, letters of
credit or any other form of financial assurance in an amount in excess of
$100,000,000.

      (e)   Since the date of this Agreement, there has been no change in the
status of the matters disclosed on Schedule 3.17 that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

      SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by or on behalf of Holdings, the
Borrower and the Subsidiaries as of the Closing Date. As of the Closing Date,
such insurance is in full force and effect and all premiums have been duly paid.
Holdings, the Borrower and the Subsidiaries are insured by financially sound and
reputable insurers and such insurance is in such amounts and covering such risks
and liabilities (and with such deductibles, retentions and exclusions) as are in
accordance with normal and prudent industry practice. None of Holdings, the
Borrower or any of the Subsidiaries (a) has received notice from any insurer (or
any agent thereof) that substantial capital improvements or other substantial
expenditures will have to be made in order to continue such insurance or (b) has
any reason to believe that it will not be able to renew its existing coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers at a substantially similar cost.

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<PAGE>

      SECTION 3.19. Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, a legal, valid, binding and enforceable
security interest in the Collateral described therein and proceeds thereof and
(i) in the case of the Pledged Collateral, upon the earlier of (A) when such
Pledged Collateral is delivered to the Collateral Agent (to the extent such
Pledged Collateral can be perfected by possession thereof) and (B) when
financing statements in appropriate form are filed in the appropriate offices,
which, in the case of all filings to be made on the Closing Date, are specified
on Schedule 3.19(a) and (ii) in the case of all other Collateral described
therein (other than Intellectual Property Collateral), when financing statements
in appropriate form are filed in the appropriate offices, which, in the case of
all filings to be made on the Closing Date, are specified on Schedule 3.19(a),
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Secured
Parties in such Collateral and proceeds thereof, as security for the
Obligations, in each case prior and superior to the rights of any other person
(except, in the case of all Collateral other than Pledged Collateral, with
respect to Liens expressly permitted by Section 6.02).

      (b)   Each Intellectual Property Security Agreement is effective to create
in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid, binding and enforceable security interest in the
Intellectual Property Collateral described therein and proceeds thereof. When
each Intellectual Property Security Agreement is filed in the United States
Patent and Trademark Office and the United States Copyright Office,
respectively, together with financing statements in appropriate form are filed
in the appropriate offices, which, in the case of all filings to be made on the
Closing Date, are specified on Schedule 3.19(a), such Intellectual Property
Security Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in the
Intellectual Property Collateral and proceeds thereof, as security for the
Obligations, in each case prior and superior in right to any other person
(except with respect to Liens expressly permitted by Section 6.02) (it being
understood that subsequent recordings in the United States Patent and Trademark
Office and the United States Copyright Office may be necessary to perfect a lien
on registered trademarks, trademark applications and copyrights acquired by the
grantors after the date hereof).

      (c)   Each of the Mortgages is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid, binding and enforceable Lien on, and security interest in, all of the
Loan Parties' right, title and interest in and to the Mortgaged Property
thereunder and proceeds thereof, and when the Mortgages are filed in the
appropriate offices, which, in the case of all filings to be made on the Closing
Date, are specified on Schedule 3.19(c), each such Mortgage shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantors thereof in such Mortgaged Property and proceeds thereof, as
security for the Obligations, in each case prior and superior in right to any
other person (except with respect to Liens expressly permitted by Section 6.02).

      SECTION 3.20. Location of Real Property. Schedule 3.20 lists completely
and correctly as of the Closing Date all real property (a) which is an active
preparation plant site or active portal site owned by Holdings, the Borrower or
any of the Subsidiaries or (b)which (i) had an annual minimum royalty in excess
of $100,000 during the fiscal year ended December 31, 2003, (ii) had a
production royalty during the fiscal year ended December 31, 2003 in excess of

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<PAGE>

$500,000 or (iii) is an active preparation plant site or active portal site
leased by Holdings, the Borrower or any of the Subsidiaries and, in each case,
the locations thereof, and indicating for each parcel whether it is owned or
leased and whether it includes mining operations. Holdings, the Borrower and the
Subsidiaries have Mining Title to all the real property set forth on Schedule
3.20.

      SECTION 3.21. Labor Matters. As of the Closing Date, there are no strikes,
lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending
or, to the knowledge of Holdings or the Borrower, threatened. Holdings, the
Borrower and the Subsidiaries have complied in all material respects with the
Fair Labor Standards Act and any other applicable Federal, state, local or
foreign law dealing with hours worked by and payments made to employees. All
material payments due from Holdings, the Borrower or any Subsidiary, or for
which any material claim may be made against Holdings, the Borrower or any
Subsidiary, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of
Holdings, the Borrower or such Subsidiary. The consummation of the Transactions
will not give rise to any right of termination or right of renegotiation on the
part of any union under any collective bargaining agreement to which Holdings,
the Borrower or any Subsidiary is bound. The Borrower has delivered to the
Arrangers true and correct copies of all employment agreements, employment
contracts, collective bargaining agreements and other agreements among any Loan
Party and its employees.

      SECTION 3.22. Liens. There are no Liens of any nature whatsoever on any of
the properties or assets of Holdings, the Borrower or any of the Subsidiaries
(other than Liens expressly permitted by Section 6.02).

      SECTION 3.23. Intellectual Property. Each of Holdings, the Borrower and
each of the Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by Holdings, the Borrower and the Subsidiaries
does not infringe upon the rights of any other person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

      SECTION 3.24. Solvency. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan (or other extension of credit hereunder) and after giving effect to
the application of the proceeds of each Loan (or other extension of credit
hereunder), (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) no Loan Party will have unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted following the Closing Date.

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      SECTION 3.25. Bonding Capacity; Travelers Bonding(a) . Each Loan Party has
a sufficient mine bonding capacity to be able to replace the bonds currently in
place for all its Active Operating Properties and to carry on its business as
now conducted and as currently proposed to be conducted.

      (b)   As of the Closing Date, (i) each of the Travelers Documents has been
duly executed and delivered and is in full force and effect, and there is no
default or event of default thereunder, (ii) there are no outstanding
reimbursement claims owing in connection with any of the bonds outstanding under
the Travelers Documents and (iii) upon issuance of Letters of Credit to
Travelers as contemplated by the Travelers Documents, Travelers' Liens on the
assets of the Loan Parties shall be released and none of the obligations of the
Loan Parties under the Travelers Documents shall be secured by Liens on any
assets of any Loan Party.

      SECTION 3.26. Permit Blockage. No Loan Party has been barred for a period
in excess of 14 consecutive days from receiving surface or underground Mining
Permits pursuant to the permit blockage provisions of the Surface Mining Control
and Reclamation Act, 30 U.S.C. Sections 1201 et seq., and the regulations
promulgated thereunder, or any corresponding state laws or regulations.

      SECTION 3.27. Coal Act; Black Lung Act. No Loan Party or any of its
"related persons" (as defined in the Coal Act) has any material liability under
the Coal Act. Each Loan Party is in compliance in all material respects with the
Black Lung Act, and no Loan Party has any liability under the Black Lung Act
except to the extent that the liability thereunder could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect.

      SECTION 3.28. Anti-Terrorism Laws. No Loan Party or, to the knowledge of
any Loan Party, any of its Affiliates is in violation of any Anti-Terrorism Law
or engages in or conspires to engage in any transaction that evades or avoids,
or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law.

      (b)   None of the Loan Parties, nor, to the knowledge of the Loan Parties,
any Affiliate of any Loan Party or their respective agents acting or benefiting
in any capacity in connection with the Loans, Letters of Credit or other
transactions hereunder, is any of the following (each a "Blocked Person"):

            (i)   a person that is listed in the annex to, or is otherwise
      subject to the provisions of, the Executive Order No. 13224;

            (ii)  a person owned or controlled by, or acting for or on behalf
      of, any person that is listed in the annex to, or is otherwise subject to
      the provisions of, the Executive Order No. 13224;

            (iii) a person with which any Lender is prohibited from dealing or
      otherwise engaging in any transaction by any Anti-Terrorism Law;

            (iv)  a person that commits, threatens or conspires to commit or
      supports "terrorism" as defined in the Executive Order No. 13224;

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            (v)   a person that is named as a "specially designated national" on
      the most current list published by the United States Treasury Department's
      Office of Foreign Asset Control at its official website or any replacement
      website or other replacement official publication of such list; or

            (vi)  a person who is affiliated or associated with a person listed
      above.

      (c)   No Loan Party, or to the knowledge of any Loan Party, any of its
agents acting in any capacity in connection with the Loans, Letters of Credit or
other transactions hereunder (i) conducts any business or engages in making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person or (ii) deals in, or otherwise engages in any transaction
relating to, any property or interests in property blocked pursuant to the
Executive Order No. 13224.

                                  ARTICLE IV.

                             Conditions of Lending

      The obligations of the Lenders to make Loans, the obligations of the
Issuing Bank to issue Letters of Credit and the obligations of the Funded L/C
Lenders to fund their Credit-Linked Deposits hereunder are subject to the
satisfaction of the following conditions:

      SECTION 4.01. All Credit Events. On the date of each Borrowing, including
each Borrowing of a Swingline Loan, and on the date of each issuance, amendment,
extension or renewal of a Letter of Credit (each such event being called a
"Credit Event"):

            (a)   The Administrative Agent shall have received a notice of such
      Borrowing as required by Section 2.03 (or such notice shall have been
      deemed given in accordance with Section 2.03) or, in the case of the
      issuance, amendment, extension or renewal of a Letter of Credit, the
      Issuing Bank and the Administrative Agent shall have received a notice
      requesting the issuance, amendment, extension or renewal of such Letter of
      Credit as required by Section 2.22(b) or, in the case of the Borrowing of
      a Swingline Loan, the Swingline Lender and the Administrative Agent shall
      have received a notice requesting such Swingline Loan as required by
      Section 2.21(b).

            (b)   The representations and warranties set forth in each Loan
      Document shall be true and correct in all material respects on and as of
      the date of such Credit Event with the same effect as though made on and
      as of such date, except to the extent such representations and warranties
      expressly relate to an earlier date, in which case such representations
      and warranties shall be true and correct in all material respects on and
      as of such earlier date.

            (c)   The Borrower and each other Loan Party shall be in compliance
      with all the terms and provisions set forth in each Loan Document on its
      part to be observed or performed, and, at the time of and immediately
      after such Credit Event, no Event of Default or Default shall have
      occurred and be continuing.

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      Each Credit Event shall be deemed to constitute a joint and several
representation and warranty by each of Holdings and the Borrower on the date of
such Credit Event as to the matters specified in paragraphs (b) and (c) of this
Section 4.01.

      SECTION 4.02. First Credit Event. On the Closing Date:

            (a)   The Administrative Agent shall have received, on behalf of
      itself, the Arrangers, the Lenders and the Issuing Bank, a favorable
      written opinion of (i) Bartlit Beck Herman Palenchar & Scott LLP, counsel
      for Holdings, the Borrower and the Subsidiaries, substantially to the
      effect set forth in Exhibit J, (ii) Vaughn R. Groves, General Counsel and
      Vice President of the Borrower, substantially to the effect set forth in
      Exhibit K, and (iii) each special and local counsel to Holdings, the
      Borrower and the Subsidiaries as the Administrative Agent may reasonably
      request, in each case (A) dated the Closing Date, (B) addressed to the
      Administrative Agent, the Arrangers, the Lenders and the Issuing Bank and
      (C) covering such matters relating to the Loan Documents and the
      Transactions as the Administrative Agent shall reasonably request and
      which are customary for transactions of the type contemplated herein, and
      Holdings, the Borrower and the Subsidiaries hereby request such counsel to
      deliver such opinions.

            (b)   The Administrative Agent shall have received (i) a copy of the
      certificate or articles of incorporation or other formation documents,
      including all amendments thereto, of each Loan Party, certified as of a
      recent date by the Secretary of State of the state of its organization,
      and a certificate as to the good standing of each Loan Party as of a
      recent date, from such Secretary of State (to the extent such state
      recognizes the legal concept of good standing); (ii) a certificate of the
      Secretary or Assistant Secretary of each Loan Party dated the Closing Date
      and certifying (A) that attached thereto is a true and complete copy of
      the by-laws, limited liability company agreement or limited partnership
      agreement, as applicable, of such Loan Party as in effect on the Closing
      Date and at all times since a date prior to the date of the resolutions
      described in clause (B) below, (B) that attached thereto is a true and
      complete copy of resolutions duly adopted by the Board of Directors of
      such Loan Party authorizing the execution, delivery and performance of the
      Loan Documents to which such person is a party, in the case of the
      Borrower, the borrowings hereunder, in the case of each Loan Party, the
      granting of the Liens contemplated to be granted by it under the Security
      Documents and, in the case of each Subsidiary Guarantor, the Guaranteeing
      of the Obligations as contemplated by the Guarantee and Collateral
      Agreement, and that such resolutions have not been modified, rescinded or
      amended and are in full force and effect, (C) that the certificate or
      articles of incorporation or other formation documents of such Loan Party
      have not been amended since the date of the last amendment thereto shown
      on the certificate of good standing furnished pursuant to clause (i) above
      and (D) as to the incumbency and specimen signature of each officer
      executing any Loan Document or any other document delivered in connection
      herewith on behalf of such Loan Party; (iii) a certificate of another
      officer as to the incumbency and specimen signature of the Secretary or
      Assistant Secretary executing the certificate pursuant to (ii) above; and
      (iv) such other documents as the Administrative Agent, the Arrangers, the
      Issuing Bank or the Lenders may reasonably request.

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            (c)   The Administrative Agent shall have received a certificate,
      dated the Closing Date and signed by a Financial Officer of the Borrower,
      confirming compliance with the conditions precedent set forth in
      paragraphs (b) and (c) of Section 4.01.

            (d)   The Administrative Agent shall have received (i) this
      Agreement, executed and delivered by a duly authorized officer of each of
      Holdings and the Borrower, (ii) the Guarantee and Collateral Agreement,
      executed and delivered by a duly authorized officer of each of Holdings
      and the Borrower and each Subsidiary Guarantor, (iii) a Mortgage covering
      each of the Mortgaged Properties, executed and delivered by a duly
      authorized officer of each Loan Party thereto, (iv) the Intellectual
      Property Security Agreements, executed and delivered by a duly authorized
      officer of each Loan Party thereto, (v) if requested by any Lender
      pursuant to Section 2.04, a promissory note or notes conforming to the
      requirements of such Section and executed and delivered by a duly
      authorized officer of the Borrower and (vi) a Lender Addendum executed and
      delivered by each Lender and accepted by the Borrower.

            (e)   The Collateral Agent, for the ratable benefit of the Secured
      Parties, shall have been granted on the Closing Date first priority
      perfected Liens on the Collateral (subject, in the case of all Collateral
      other than Pledged Collateral, only to Liens expressly permitted by
      Section 6.02) and customary Guarantees from the Subsidiary Guarantors and
      shall have received such other reports, documents and agreements as the
      Collateral Agent shall reasonably request and which are customarily
      delivered in connection with security interests in real property assets.
      The Pledged Collateral shall have been duly and validly pledged under the
      Guarantee and Collateral Agreement to the Collateral Agent, for the
      ratable benefit of the Secured Parties, and certificates representing such
      Pledged Collateral, accompanied by instruments of transfer and stock
      powers endorsed in blank, shall be in the actual possession of the
      Collateral Agent.

            (f)   The Collateral Agent shall have received a duly executed
      Perfection Certificate dated on or prior to the Closing Date. The
      Collateral Agent shall have received the results of a recent Lien and
      judgment search in each relevant jurisdiction with respect to Holdings,
      the Borrower and those of the Subsidiaries that shall be Subsidiary
      Guarantors or shall otherwise have assets that are included in the
      Collateral, and such search shall reveal no Liens on any of the assets of
      Holdings, the Borrower or any of such Subsidiaries except, in the case of
      Collateral other than Pledged Collateral, for Liens expressly permitted by
      Section 6.02 and except for Liens to be discharged on or prior to the
      Closing Date pursuant to documentation reasonably satisfactory to the
      Collateral Agent.

            (g)   The Borrower shall have received not less than $175,000,000 in
      gross cash proceeds from the issuance of the Senior Notes in a public
      offering or in a Rule 144A or other private placement to one or more
      holders reasonably satisfactory to each of the Arrangers. The terms and
      conditions of the Senior Notes (including but not limited to terms and
      conditions relating to the interest rate, fees, amortization, maturity,
      covenants, events of default and remedies) shall be satisfactory in all
      respects to each of the Arrangers.

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            (h)   After giving effect to the Transactions and the other
      transactions contemplated hereby, Holdings and its subsidiaries shall have
      outstanding no Indebtedness or preferred Equity Interests other than (i)
      the Loans and other extensions of credit hereunder, (ii) the Senior Notes,
      (iii) Holdings' preferred sharing ratios representing preferred membership
      interests having a liquidation value of $90,000,000, (iv) $7,700,000 of
      Capital Lease Obligations or purchase money Indebtedness, and (v) other
      limited Indebtedness to be agreed upon by the Borrower and the Arrangers.
      The terms and conditions of such preferred membership interests, Capital
      Lease Obligations, purchase money Indebtedness and other Indebtedness
      shall be reasonably satisfactory in all respects to each of the Arrangers.
      The Borrower shall have executed and delivered the Travelers Documents
      and, upon issuance to Travelers of Letters of Credit in amount of up to
      50% of the availability under the Travelers Documents, all Liens of
      Travelers under the Borrower's existing bonding facility with Travelers
      shall have been terminated and released. The Existing Credit Facility
      shall have been repaid in full, all obligations thereunder shall have been
      terminated and all Liens in respect thereof shall have been released
      pursuant to documentation reasonably satisfactory to each of the
      Arrangers.

            (i)   The Arrangers shall have received (i) the financial statements
      described in Section 3.05 and (ii) GAAP unaudited consolidated balance
      sheets and related statements of operations, member's equity and cash
      flows of the Borrower for (A) each subsequent fiscal quarter ended 45 days
      before the Closing Date and (B) each fiscal month after the most recent
      fiscal quarter for which financial statements were received by the
      Arrangers as described above and ended 45 days before the Closing Date,
      which financial statements shall not be materially inconsistent with the
      financial statements or forecasts previously provided to the Arrangers.

            (j)   Each of the Arrangers shall be satisfied that the Borrower's
      pro forma Consolidated EBITDA for the four-fiscal quarter period most
      recently ended prior to the Closing Date (prepared in accordance with
      Regulation S-X under the Securities Act of 1933, as amended, to give pro
      forma effect to the Transactions as if they had occurred at the beginning
      of such four-fiscal quarter period) (such pro forma Consolidated EBITDA,
      "Pro Forma EBITDA") shall not be less than $66,000,000.

            (k)   Each of the Arrangers shall be satisfied that the Borrower's
      ratio of Total Debt on the Closing Date to Pro Forma EBITDA shall be no
      more than 3.4 to 1.0.

            (l)   The Arrangers shall have received a certificate from the chief
      financial officer of the Borrower certifying that Holdings, the Borrower
      and each of the Subsidiary Guarantors, after giving effect to the
      Transactions and the other transactions contemplated hereby, are solvent.

            (m)   All requisite Governmental Authorities and, except as set
      forth on Schedule 4.02(m), third parties shall have approved or consented
      to the Transactions and the other transactions contemplated hereby to the
      extent required, all applicable appeal periods shall have expired and
      there shall be no litigation, governmental, administrative or judicial
      action, actual or threatened, that could reasonably be expected to
      restrain,

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<PAGE>

      prevent or impose burdensome conditions on the Transactions or the other
      transactions contemplated hereby.

            (n)   The Arrangers shall have received, at least 10 Business Days
      prior to the Closing Date, all documentation and other information
      required by bank regulatory authorities under applicable "know your
      customer" and anti-money laundering rules and regulations, including the
      Patriot Act.

                                   ARTICLE V.

                              Affirmative Covenants

      Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full and all
Credit-Linked Deposits have been returned to the Funded L/C Lenders, each of
Holdings and the Borrower will, and will cause each of the Subsidiaries to:

      SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.

      (b)   Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules, regulations and
decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted; comply with the terms of, and enforce its rights under, each
material lease of real property and each other material agreement (including
each material Coal Supply Agreement) so as to not permit any material uncured
default on its part to exist thereunder; maintain at all times available coal
reserves, or the rights to acquire coal from third parties, sufficient to
fulfill its requirements under existing Coal Supply Agreements; and at all times
maintain and preserve all property material to the conduct of such business and
keep such property in good repair, working order and condition (normal wear and
tear excepted) in accordance with the general practice of other businesses of
similar size and character and from time to time make, or cause to be made, all
needful and proper repairs, renewals, additions, improvements and replacements
thereto necessary in order that the business carried on in connection therewith
may be properly conducted in all material respects at all times.

      SECTION 5.02. Insurance. Keep its insurable properties adequately insured
(with customary deductibles) at all times by financially sound and reputable
insurers, including self-insurance covering workers' compensation and black lung
obligations in accordance with customary industry practices; provided that the
Borrower and the Subsidiaries maintain supplemental insurance coverage for any
per claim loss over $1,000,000; maintain such other

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insurance, to such extent and against such risks (and with such deductibles,
retentions and exclusions), including fire and other risks insured against by
extended coverage, as is customary with companies in the same or similar
businesses operating in the same or similar locations, including public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it; maintain such other insurance as may be
required by law; and maintain such other insurance as otherwise required by the
Security Documents (and comply with all covenants in the Security Documents with
respect thereto).

      SECTION 5.03. Obligations and Taxes. Pay its Material Indebtedness and
other material obligations promptly and in accordance with their terms and pay
and discharge promptly when due all material taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful claims for labor, materials and supplies or otherwise that, in each
case, if unpaid, might give rise to a Lien upon such properties or any part
thereof; provided, however, that such payment and discharge shall not be
required with respect to any such tax, assessment, charge, levy or claim so long
as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the Borrower or the applicable Subsidiary shall have
set aside on its books adequate reserves, if any, as shall be required with
respect thereto in accordance with GAAP and such contest operates to suspend
collection of the contested obligation, tax, assessment or charge and
enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk
of forfeiture of such property.

      SECTION 5.04. Financial Statements, Reports, etc. In the case of the
Borrower, furnish to the Administrative Agent for distribution to each Lender:

            (a)   within 90 days after the end of each fiscal year, its
      consolidated balance sheet and related statements of operations, member's
      equity and cash flows showing the financial condition of the Borrower and
      its consolidated Subsidiaries as of the close of such fiscal year and the
      results of its operations and the operations of such Subsidiaries during
      such year, together with comparative figures for the immediately preceding
      fiscal year, all audited by KPMG LLP or other independent public
      accountants of recognized national standing and accompanied by a report of
      such accountants (which shall not be qualified in any material respect) to
      the effect that such consolidated financial statements fairly present in
      all material respects the financial condition and results of operations of
      the Borrower and its consolidated Subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied;

            (b)   within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year, its consolidated balance sheet and related
      statements of operations, member's equity and cash flows showing the
      financial condition of the Borrower and its consolidated Subsidiaries as
      of the close of such fiscal quarter and the results of its operations and
      the operations of such Subsidiaries during such fiscal quarter and the
      then elapsed portion of the fiscal year, and comparative figures for the
      same periods in the immediately preceding fiscal year, all certified by
      one of its Financial Officers as fairly presenting in all material
      respects the financial condition and results of operations of the Borrower
      and its consolidated Subsidiaries on a consolidated basis in accordance
      with

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      GAAP consistently applied, subject to normal year-end audit adjustments
      and the absence of footnotes;

            (c)   within 30 days after the end of the first two fiscal months of
      each fiscal quarter, its internal monthly management reports showing the
      financial condition of the Borrower and its consolidated Subsidiaries
      during such fiscal month and the then elapsed portion of the fiscal year;

            (d)   concurrently with any delivery of financial statements under
      paragraph (a) or (b) above, a certificate of the accounting firm (in the
      case of paragraph (a)) or Financial Officer (in the case of paragraph (b))
      opining on or certifying such statements (which certificate, when
      furnished by an accounting firm, may be limited to accounting matters and
      disclaim responsibility for legal interpretations) (i) certifying that no
      Event of Default or Default has occurred or, if such an Event of Default
      or Default has occurred, specifying the nature and extent thereof and any
      corrective action taken or proposed to be taken with respect thereto and
      (ii) setting forth computations in reasonable detail satisfactory to the
      Administrative Agent demonstrating compliance with the covenants contained
      in Sections 6.11 and 6.12;

            (e)   promptly after the same is approved by the board of directors
      of Holdings (and in any event not later than the last Business Day of the
      fiscal year of the Borrower immediately prior to the fiscal year for which
      it is applicable), a detailed consolidated budget for such fiscal year
      (including a projected consolidated balance sheet and related statements
      of projected operations and cash flows as of the end of and for such
      fiscal year and setting forth the assumptions used for purposes of
      preparing such budget) and, promptly when available, any significant
      revisions of such budget;

            (f)   promptly after the same become publicly available, copies of
      all periodic and other reports, proxy statements and other materials filed
      by Holdings, the Borrower or any Subsidiary with the Securities and
      Exchange Commission, or any Governmental Authority succeeding to any or
      all of the functions of said Commission, or with any national securities
      exchange, or distributed to its shareholders, as the case may be;

            (g)   promptly after the receipt thereof by Holdings, the Borrower
      or any of the Subsidiaries, a copy of any "management letter" (whether in
      final or draft form) received by any such person from its certified public
      accountants and the management's response thereto; and

            (h)   promptly, from time to time, such other information regarding
      the operations, business affairs and financial condition of Holdings, the
      Borrower or any Subsidiary, including with respect to the Patriot Act, or
      compliance with the terms of any Loan Document, as the Administrative
      Agent or any Lender may reasonably request.

      SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative
Agent, the Issuing Bank and each Lender written notice of each of the following
promptly after any Responsible Officer of Holdings or the Borrower obtains
knowledge thereof:

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            (a)   any Event of Default or Default, specifying the nature and
      extent thereof and the corrective action (if any) taken or proposed to be
      taken with respect thereto;

            (b)   the filing or commencement of, or any threat or notice of
      intention of any person to file or commence, any action, suit or
      proceeding, whether at law or in equity or by or before any arbitrator or
      Governmental Authority, against Holdings, the Borrower or any Subsidiary
      that could reasonably be expected to result in a Material Adverse Effect;
      and

            (c)   the occurrence of any ERISA Event described in clause (b) of
      the definition thereof or any other ERISA Event that, alone or together
      with any other ERISA Events that have occurred, could reasonably be
      expected to result in liability of Holdings, the Borrower and the
      Subsidiaries in an aggregate amount exceeding $5,000,000; and

            (d)   any development that has resulted in, or could reasonably be
      expected to result in, a Material Adverse Effect.

      SECTION 5.06. Information Regarding Collateral. (a) Furnish to each of
the Administrative Agent and the Collateral Agent prompt written notice of any
change (i) in any Loan Party's corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of any Loan Party's chief executive office, its
principal place of business, any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
owned by it is located (including the establishment of any such new office or
facility), (iii) in any Loan Party's identity or corporate structure or (iv) in
any Loan Party's Federal Taxpayer Identification Number. Each of Holdings and
the Borrower agrees not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the UCC or otherwise
and all other actions have been taken that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral. Each of Holdings
and the Borrower also agrees promptly to notify each of the Administrative Agent
and the Collateral Agent if any material portion of the Collateral is damaged or
destroyed.

      (b)   In the case of the Borrower, each year, at the time of delivery of
the annual financial statements with respect to the preceding fiscal year
pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate
of a Financial Officer setting forth the information required pursuant to
Section I of the Perfection Certificate or confirming that there has been no
change in such information since the date of the Perfection Certificate
delivered on the Closing Date or the date of the most recent certificate
delivered pursuant to this Section.

      SECTION 5.07. Maintaining Records; Access to Properties and Inspections;
Environmental Assessments. (a) Keep proper books of record and account in
which full, true and correct entries in conformity with GAAP and all
requirements of law are made of all dealings and transactions in relation to its
business and activities. Each of Holdings and the Borrower will, and will cause
each of its subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender to visit and inspect the financial records
and the properties of Holdings or the Borrower, as the case may be, or any of
its subsidiaries at

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reasonable times during normal business hours following reasonable notice and as
often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances and
condition of Holdings or the Borrower, as the case may be, or any of its
subsidiaries with the officers thereof and independent accountants therefor;
provided that the Administrative Agent or such Lender shall notify the Borrower
prior to any contact with such accountants and give the Borrower the opportunity
to participate in such discussions if available at such time.

      (b)   At its election, the Administrative Agent or any Lender may, at its
own cost and expense, retain an independent engineer or environmental consultant
to conduct an environmental assessment of any Mortgaged Property or facility of
any Loan Party. Each of Holdings and the Borrower shall, and shall cause each of
the Subsidiaries to, cooperate in the performance of any such environmental
assessment and permit any such engineer or consultant designated by the
Administrative Agent or such Lender to have full access to each property or
facility at reasonable times during normal business hours and after reasonable
notice to the Borrower of the plans to conduct such an environmental assessment.

      (c)   In the event that the Administrative Agent or any Lender shall have
reason to believe that (i) Hazardous Materials have been Released or are
threatened to be Released on or from any Mortgaged Property or other facility of
Holdings, (ii) the Borrower or the Subsidiaries or that any such property or
facility is not being operated in compliance with applicable Environmental Law
or Mining Law or (iii) reclamation is required pursuant to any Mining Law, the
Administrative Agent may, at its election and after reasonable written notice to
the Borrower, retain an independent engineer or other qualified environmental
consultant to evaluate whether Hazardous Materials are present in the soil,
groundwater, or surface water at such Mortgaged Property or facility or whether
the facilities or properties are being operated and maintained in compliance
with applicable Environmental Laws or whether such reclamation is being
conducted in compliance with Mining Law. Such assessments may include detailed
inspections of the Mortgaged Property or facility, including any and all mining
locations, storage areas, storage tanks, drains, dry wells and leaching areas,
and the taking of soil samples, surface water samples and groundwater samples as
well as such other reasonable investigations or analyses as are necessary. The
scope of any such assessments under this paragraph shall be determined in the
sole discretion of the Administrative Agent. Each of Holdings and the Borrower
shall, and shall cause each of the Subsidiaries to, promptly cooperate in the
performance of any such assessment and permit any such engineer or consultant
designated by the Administrative Agent to have full and unrestricted access to
each property or facility at reasonable times during normal business hours and
after reasonable notice to the Borrower of the plans to conduct such an
assessment. All assessments conducted pursuant to this paragraph shall be at the
Borrower's sole cost and expense.

      SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in Section
3.13.

      SECTION 5.09. Additional Collateral, etc. (a) With respect to any
Collateral acquired after the Closing Date or, in the case of inventory or
equipment, any material Collateral moved after the Closing Date by the Borrower
or any other Loan Party (other than any Collateral described in paragraphs (b),
(c) or (d) of this Section) as to which the Collateral Agent, for the

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benefit of the Secured Parties, does not have a first priority perfected
security interest, promptly (and, in any event, within 10 days following the
date of such acquisition) (i) execute and deliver to the Administrative Agent
and the Collateral Agent such amendments to the Guarantee and Collateral
Agreement or such other Security Documents as the Collateral Agent deems
necessary or advisable to grant to the Collateral Agent, for the benefit of the
Secured Parties, a security interest in such Collateral and (ii) take all
actions necessary or advisable to grant to, or continue on behalf of, the
Collateral Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in such Collateral, including the filing of UCC
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent or the Collateral Agent.

      (b)   With respect to any fee interest in any Collateral consisting of
real property which is an active prep plant site or active mine site or any
lease of Collateral consisting of real property which has an annual minimum
royalty in excess of $100,000, had an annual production royalty in excess of
$500,000 in the immediately preceding fiscal year or is an active prep plant
site or active portal site acquired or leased after the Closing Date by the
Borrower or any other Loan Party, promptly (and, in any event, within 10 days
following the date of such acquisition) (i) execute and deliver a first priority
Mortgage in favor of the Collateral Agent, for the benefit of the Secured
Parties, covering such real property and complying with the provisions herein
and in the Security Documents, (ii) if requested by the Administrative Agent,
use commercially reasonable efforts to provide the Secured Parties with any
consents, waivers or estoppels reasonably deemed necessary or advisable by the
Administrative Agent or the Collateral Agent in connection with such Mortgage,
each of the foregoing in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent, (iii) if requested by the
Administrative Agent, deliver to the Administrative Agent and the Collateral
Agent legal opinions relating to the due authorization, execution, delivery and
enforceability of such Mortgage, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Administrative Agent and the
Collateral Agent and (iv) deliver to the Administrative Agent a notice
identifying the consultant's reports, environmental site assessments or other
documents relied upon by the Borrower or any other Loan Party to determine that
any such real property included in such Collateral does not contain Hazardous
Materials of a form or type or in a quantity or location that could reasonably
be expected to result in a material Environmental and Mining Liability.

      (c)   With respect to any Subsidiary (other than an Excluded Foreign
Subsidiary) created or acquired after the Closing Date (which, for the purposes
of this paragraph, shall include any existing Subsidiary that ceases to be an
Excluded Foreign Subsidiary at any time after the Closing Date) by the Borrower
or any of the Subsidiaries, promptly (and, in any event, within 10 days
following such creation or the date of such acquisition) (i) execute and deliver
to the Administrative Agent and the Collateral Agent such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent or the Collateral
Agent deems necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a valid, perfected first priority security
interest in the Equity Interests in such new Subsidiary that are owned by the
Borrower or any of the Subsidiaries, (ii) deliver to the Collateral Agent the
certificates, if any, representing such Equity Interests, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the Borrower or such Subsidiary, as the case may be, (iii) cause such new
Subsidiary (A) to become a party to the Guarantee and

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Collateral Agreement (and provide Guarantees of the Obligations) and the
Intellectual Property Security Agreements and (B) to take such actions necessary
or advisable to grant to the Collateral Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in the Collateral
described in the Guarantee and Collateral Agreement and the Intellectual
Property Security Agreement with respect to such new Subsidiary, including the
recording of instruments in the United States Patent and Trademark Office and
the United States Copyright Office and the filing of UCC financing statements in
such jurisdictions as may be required by the Guarantee and Collateral Agreement,
the Intellectual Property Security Agreement or by law or as may be requested by
the Administrative Agent or the Collateral Agent and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent and the Collateral
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent and the Collateral Agent.

      (d)   With respect to any Excluded Foreign Subsidiary created or acquired
after the Closing Date by the Borrower or any of its Domestic Subsidiaries,
promptly (and, in any event, within 10 days following such creation or the date
of such acquisition) (i) execute and deliver to the Administrative Agent and the
Collateral Agent such amendments to the Guarantee and Collateral Agreement as
the Administrative Agent or the Collateral Agent deems necessary or advisable in
order to grant to the Collateral Agent, for the benefit of the Secured Parties,
a perfected first priority security interest in the Equity Interests in such new
Excluded Foreign Subsidiary that is owned by the Borrower or any of its Domestic
Subsidiaries (provided that in no event shall more than 66% of the total
outstanding voting Equity Interests in any such new Excluded Foreign Subsidiary
be required to be so pledged), (ii) deliver to the Collateral Agent the
certificates representing such Equity Interests, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
Borrower or such Domestic Subsidiary, as the case may be, and take such other
action as may be necessary or, in the opinion of the Administrative Agent or the
Collateral Agent, desirable to perfect the security interest of the Collateral
Agent thereon and (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent and the Collateral Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent and the Collateral
Agent.

      SECTION 5.10. Further Assurances. From time to time duly authorize,
execute and deliver, or cause to be duly authorized, executed and delivered,
such additional instruments, certificates, financing statements, agreements or
documents, and take all such actions (including filing UCC and other financing
statements), as the Administrative Agent or the Collateral Agent may reasonably
request, for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing
the rights of the Administrative Agent, the Collateral Agent and the Secured
Parties with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds or products thereof or with respect to any other
property or assets hereafter acquired by Holdings, the Borrower or any
Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or
thereto. Upon the exercise by the Administrative Agent, the Collateral Agent or
any Lender of any power, right, privilege or remedy pursuant to this Agreement
or the other Loan Documents which requires any consent, approval, recording,
qualification or authorization of any Governmental Authority, each of Holdings
and the Borrower will execute and deliver, or will cause the execution and
delivery of, all applications, certifications, instruments and other

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documents and papers that the Administrative Agent, the Collateral Agent or such
Lender may be required to obtain from Holdings, the Borrower or any of the
Subsidiaries for such governmental consent, approval, recording, qualification
or authorization.

      SECTION 5.11. Maintenance of a Rating. Maintain at all times a rating of
the facility provided hereunder with Moody's and S&P.

      SECTION 5.12. Environmental and Mining Laws, Etc. Comply, and take all
commercially reasonably actions to ensure that all of its tenants, subtenants,
contractors, subcontractors and invitees comply, in all material respects with
all applicable Environmental Laws and Mining Laws, and obtain, comply in all
material respects with and maintain in full force any and all Environmental
Permits and Mining Permits applicable to any of them, in each case, to the
extent noncompliance could reasonably be expected to result in a Material
Adverse Effect.

      (b)   Conduct and complete (i) all investigations, studies, sampling and
testing and (ii) all reclamation, remedial, removal or other actions, in each
case, required under applicable Environmental Laws and Mining Laws and promptly
comply in all respects with all lawful orders and directives of all Government
Authorities regarding applicable Environmental Laws and Mining Laws, except to
the extent that the same are being contested in good faith by appropriate
proceedings and the pendency thereof could not be reasonably expected to result
in a Material Adverse Effect.

      (c)   Promptly take all commercially reasonable actions necessary to (i)
cure any material Environmental and Mining Liability, including the performance
of any remediation or reclamation as may be necessary and (ii) ensure that there
shall be no Releases of Hazardous Materials in, on, under or from any Mortgaged
Property or other facility of the Borrower that could be reasonably expected to
result in a material Environmental and Mining Liability.

      (d)   Deliver to the Administrative Agent as soon as practicable following
receipt thereof, copies of all environmental audits, investigations, analyses
and reports of any kind or character, and all written communications, with
respect to any Environmental and Mining Liability that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

                                   ARTICLE VI.

                               Negative Covenants

      Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been reimbursed in full and all Credit-Linked
Deposits have been returned to the Funded L/C Lenders, neither Holdings nor the
Borrower will, nor will it cause or permit any of the Subsidiaries to:

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      SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, except:

            (a)   Indebtedness existing on the date hereof and set forth in
      Schedule 6.01 and any Permitted Refinancing Indebtedness in respect of any
      such Indebtedness;

            (b)   Indebtedness created hereunder and under the other Loan
      Documents;

            (c)   unsecured intercompany Indebtedness of the Borrower and the
      Subsidiaries to the extent permitted by Section 6.04(a) so long as such
      Indebtedness is subordinated to the Obligations pursuant to an Affiliate
      Subordination Agreement;

            (d)   Indebtedness of the Borrower or any Subsidiary incurred to
      finance the acquisition, construction or improvement of any fixed or
      capital assets, and any Permitted Refinancing Indebtedness in respect of
      any such Indebtedness; provided that (i) such original Indebtedness is
      incurred prior to or within 180 days after such acquisition or the
      completion of such construction or improvement and (ii) the aggregate
      principal amount of Indebtedness permitted by this Section 6.01(d), when
      combined with the aggregate principal amount of all Capital Lease
      Obligations and Synthetic Lease Obligations incurred pursuant to Section
      6.01(e), shall not exceed $20,000,000 at any time outstanding;

            (e)   Capital Lease Obligations and Synthetic Lease Obligations in
      an aggregate principal amount, when combined with the aggregate principal
      amount of all Indebtedness incurred pursuant to Section 6.01(d), not
      exceeding $20,000,000 at any time outstanding;

            (f)   Indebtedness of the Borrower under the Senior Notes and
      Indebtedness of the Subsidiary Guarantors under any Guarantees in respect
      of the Senior Notes and any Permitted Refinancing Indebtedness in respect
      of any such Indebtedness;

            (g)   Indebtedness of any person that becomes a Subsidiary after the
      date hereof; provided that (i) such Indebtedness exists at the time such
      persons becomes a Subsidiary and is not created in contemplation of or in
      connection with such person becoming a Subsidiary, (ii) immediately before
      and after such person becomes a Subsidiary, no Default or Event of Default
      shall have occurred and be continuing and (iii) the aggregate principal
      amount of Indebtedness permitted by this Section 6.01(g) shall not exceed
      $10,000,000 at any time outstanding;

            (h)   Indebtedness under performance, surety, indemnity or
      reclamation bonds, or any similar financial assurance obligations under
      Mining Law or Environmental Law, or with respect to workers' compensation
      benefits, in each case incurred in the ordinary course of business;

            (i)   Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds in the ordinary course of
      business; provided that such Indebtedness is promptly covered by the
      Borrower or any Subsidiary;

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            (j)   Guarantees of obligations of contractors and suppliers to the
      Borrower or any of the Subsidiaries or of persons who are not Affiliates
      of the Borrower and with whom the Borrower has an existing business
      relationship in support of financing and bonding arrangements for such
      contractors or suppliers or such other persons in connection with such
      business relationship; provided that the obligations of Holdings, the
      Borrower or any of the Subsidiaries pursuant to this Section 6.01(j) shall
      not exceed $10,000,000 at any time outstanding;

            (k)   Indebtedness arising from agreements of the Borrower or the
      Subsidiaries providing for customary indemnification, adjustment of
      purchase price or similar obligations, in each case, incurred in
      connection with the acquisition or disposition of assets or Equity
      Interests otherwise permitted pursuant to this Agreement; and

            (l)   other unsecured Indebtedness of the Borrower or the
      Subsidiaries in an aggregate principal amount not exceeding $10,000,000 at
      any time outstanding.

      SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on
any property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

            (a)   Liens on property or assets of the Borrower and the
      Subsidiaries existing on the date hereof and set forth in Schedule 6.02;
      provided that such Liens shall secure only those obligations which they
      secure on the date hereof and refinancings, extensions, renewals and
      replacements thereof permitted hereunder;

            (b)   any Lien created under the Loan Documents;

            (c)   any Lien existing on any property or asset prior to the
      acquisition thereof by the Borrower or any Subsidiary; provided that (i)
      such Lien is not created in contemplation of or in connection with such
      acquisition, (ii) such Lien does not apply to any other property or assets
      of the Borrower or any Subsidiary and (iii) such Lien does not (A)
      materially interfere with the use, occupancy and operation of any
      Mortgaged Property, (B) materially reduce the fair market value of such
      Mortgaged Property but for such Lien or (C) result in any material
      increase in the cost of operating, occupying or owning or leasing such
      Mortgaged Property;

            (d)   Liens for taxes, assessments or similar charges not yet due or
      which are being contested in compliance with Section 5.03;

            (e)   carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      and securing obligations that are not due and payable for a period of more
      than 30 days or which are being contested in compliance with Section 5.03;

            (f)   pledges and deposits made in the ordinary course of business
      in connection with workmen's compensation, unemployment insurance and
      other social security laws or regulations;

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            (g)   deposits to secure the performance of bids, tenders, trade
      contracts (other than for Indebtedness for borrowed money), leases (other
      than Capital Lease Obligations), statutory obligations, surety, indemnity,
      reclamation and appeal bonds, performance bonds and other obligations of a
      like nature incurred in the ordinary course of business;

            (h)   zoning restrictions, easements, rights-of-way, restrictions on
      use of real property and other similar encumbrances incurred in the
      ordinary course of business which, in the aggregate, are not substantial
      in amount and do not materially detract from the value of the property
      subject thereto or materially interfere with the ordinary conduct of the
      business of the Borrower or any of the Subsidiaries or the ability of the
      Borrower or any of the Subsidiaries to utilize such property for its
      intended purpose;

            (i)   purchase money security interests in real property,
      improvements thereto or other fixed or capital assets hereafter acquired
      (or, in the case of improvements, constructed) by the Borrower or any
      Subsidiary; provided that (i) such security interests secure Indebtedness
      permitted by Section 6.01, (ii) such security interests are incurred, and
      the Indebtedness secured thereby is created, within 180 days after such
      acquisition (or construction) and (iii) such security interests do not
      apply to any other property or assets of the Borrower or any Subsidiary;

            (j)   judgment Liens securing judgments not constituting an Event of
      Default under Article VII;

            (k)   any interest or title of a lessor or sublessor under any lease
      entered into by the Borrower or any of its Subsidiaries in the ordinary
      course of business and covering only the assets so leased, and any Liens
      arising from precautionary UCC financing statement filings in respect of
      operating leases entered into in the ordinary course of business;

            (l)   Liens on cash deposits and other funds maintained with a
      depositary institution, in each case arising in the ordinary course of
      business by virtue of any statutory or common law provision relating to
      banker's liens; provided that (i) the applicable deposit account is not a
      dedicated cash collateral account and is not subject to restrictions
      against access by the Borrower or the Subsidiaries in excess of those set
      forth in regulations promulgated by the Board and (ii) the applicable
      deposit account is not intended by the Borrower or any of the Subsidiaries
      to provide collateral or security to the applicable depositary institution
      or any other person;

            (m)   any nonexclusive license or sublicense of intellectual
      property granted in the ordinary course of business;

            (n)   Liens in the nature of dedication of reserves under Coal
      Supply Agreements consistent with normal practices in the mining industry;
      and

            (o)   Liens not otherwise permitted by this Section 6.02 so long as
      neither (i) the aggregate outstanding principal amount of the obligations
      secured thereby nor (ii) the

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      aggregate fair market value of the assets subject thereto exceeds
      $5,000,000 at any one time.

      SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal or mixed, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property which it intends to use for substantially the
same purpose or purposes as the property being sold or transferred unless (a)
the sale of such property is permitted by Section 6.05 and (b) any Capital Lease
Obligations or Liens arising in connection therewith are permitted by Sections
6.01 and 6.02, respectively.

      SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire
any Equity Interests, evidences of indebtedness or other securities of, make or
permit to exist any loans or advances or capital contributions to, or make or
permit to exist any investment or any other interest in, any other person (all
of the foregoing, "Investments"), except:

            (a)   (i) Investments by Holdings, the Borrower and the Subsidiaries
      existing on the date hereof in the Equity Interests of the Borrower and
      the Subsidiaries and (ii) additional Investments by Holdings, the Borrower
      and the Subsidiaries in the Equity Interests of the Borrower and the
      Subsidiaries; provided that (A) any such Equity Interests held by a Loan
      Party shall be pledged pursuant to the Guarantee and Collateral Agreement
      (subject to the limitation referred to in Section 5.09(d) in the case of
      any Excluded Foreign Subsidiary), (B) the aggregate amount of Investments
      by Loan Parties in Subsidiaries that are not Subsidiary Guarantors shall
      not exceed at any time outstanding the greater of (x) $3,000,000 and (y)
      1% of the Total Assets of the Borrower and its Subsidiaries at any time
      (net of dividends and any other distributions paid in respect thereof) and
      (C) if such Investment shall be in the form of a loan or advance, such
      loan or advance shall be unsecured and subordinated to the Obligations
      pursuant to an Affiliate Subordination Agreement and, if such loan or
      advance shall be made by a Loan Party, it shall be evidenced by a
      promissory note pledged to the Collateral Agent for the ratable benefit of
      the Secured Parties pursuant to the Guarantee and Collateral Agreement;

            (b)   Permitted Investments;

            (c)   Investments received in connection with the bankruptcy or
      reorganization of, or settlement of delinquent accounts and disputes with,
      customers and suppliers and contractors, in each case in the ordinary
      course of business;

            (d)   the Borrower and the Subsidiaries may make loans and advances
      in the ordinary course of business to their respective employees;

            (e)   Permitted Acquisitions;

            (f)   Investments existing on the date hereof and set forth on
      Schedule 6.04 and, in the case of any such Investments representing a loan
      or advance, extensions, renewals, modifications, restatements or
      replacements thereof; provided that no such

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      extension, renewal, modification, restatement or replacement shall
      increase the amount of the original loan or advance set forth on such
      Schedule;

            (g)   extensions of trade credit in the ordinary course of business;

            (h)   Investments made as a result of the receipt of non-cash
      consideration from a sale, transfer or other disposition of any asset in
      compliance with Section 6.05;

            (i)   intercompany loans and advances to Holdings to the extent that
      the Borrower may pay dividends to Holdings pursuant to Section 6.06 (and
      in lieu of paying such dividends); provided that such intercompany loans
      and advances (i) shall be made for the purposes, and shall be subject to
      all the applicable limitations set forth in, Section 6.06 and (ii) shall
      be unsecured and subordinated to the Obligations pursuant to an Affiliate
      Subordination Agreement;

            (j)   Hedging Agreements permitted under Section 6.08(c);

            (k)   advances made in the form of prepaid rent, security deposits
      or progress payments made in the ordinary course of business;

            (l)   Investments in the form of Guarantees permitted under Section
      6.01;

            (m)   Investments required in connection with Alpha Terminal
      Company, LLC's partnership interest in Dominion Terminal Associates, so
      long as the aggregate amount invested, loaned or advanced pursuant to this
      clause (m) does not exceed $8,000,000 in any fiscal year, with any unused
      amount for any fiscal year being carried forward to the immediately
      succeeding fiscal year (it being understood and agreed that no such amount
      may be carried forward beyond the fiscal year immediately succeeding the
      fiscal year in which it arose);

            (n)   Investments in membership interests in Holdings or in Alpha
      Coal Management, LLC, purchased and repurchased from time to time by the
      Borrower pursuant to the Management Incentive Program, subject to the
      limitations on such purchases and repurchases set forth in Section 6.06;
      and

            (o)   in addition to Investments permitted by paragraphs (a) through
      (n) above, additional Investments by the Borrower and the Subsidiaries so
      long as the aggregate amount invested, loaned or advanced pursuant to this
      paragraph (o) (determined without regard to any write-downs or write-offs
      of such investments, loans and advances) does not exceed $15,000,000 in
      the aggregate.

      SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.
(a) Merge into or consolidate with any other person, or permit any other person
to merge into or consolidate with it, or liquidate or dissolve, or sell,
transfer, lease, issue or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all the assets (whether now owned
or hereafter acquired) of the Borrower or less than all of the Equity Interests
of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction
or a series of transactions) all or substantially all of the assets of any other
person or of a division of such other person, except

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that this Section 6.05(a) shall not prohibit: (i) Excluded Asset Sales and (ii)
if at the time thereof and immediately after giving effect thereto no Event of
Default or Default shall have occurred and be continuing, (x) the merger or
consolidation of any wholly owned Subsidiary into or with the Borrower in a
transaction in which the Borrower is the surviving corporation, (y) the merger
or consolidation of any wholly owned Subsidiary into or with any other wholly
owned Subsidiary in a transaction in which the surviving entity is a wholly
owned Subsidiary and no person other than the Borrower or a wholly owned
Subsidiary receives any consideration (provided that if any party to any such
transaction is (A) a Loan Party, the surviving entity of such transaction shall
be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such
transaction shall be a Domestic Subsidiary), and (z) Permitted Acquisitions and
other Investments by the Borrower or any Subsidiary that are expressly permitted
pursuant to Section 6.04.

      (b)   Engage in any Asset Sale not otherwise prohibited under paragraph
(a) above unless (i) such Asset Sale (other than a Permitted Asset Swap) is for
consideration at least 75% of which is cash (and no portion of the remaining
consideration shall be in the form of Indebtedness of the Borrower or any
Subsidiary), (ii) such consideration is at least equal to the fair market value
of the assets being sold, transferred, leased or disposed of, (iii) the fair
market value of all assets (other than equipment sold in the ordinary course of
business which is covered by clause (iv) below) sold, transferred, leased or
disposed of pursuant to this paragraph (b) shall not exceed (A) $15,000,000 in
any fiscal year or (B) $45,000,000 in the aggregate and (iv) the fair market
value of all equipment sold, transferred, leased or disposed of pursuant to this
paragraph (b) in the ordinary course of business shall not exceed $3,000,000 in
any fiscal year, with any unused amount for any fiscal year being carried
forward to the immediately succeeding fiscal year (it being understood and
agreed that no such amount may be carried forward beyond the fiscal year
immediately succeeding the fiscal year in which it arose).

      SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare
or make, or agree to declare or make, directly or indirectly, any Restricted
Payment (including pursuant to any Synthetic Purchase Agreement), or incur any
obligation (contingent or otherwise) to do so; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other distributions ratably to
its equity holders, (ii) so long as no Event of Default or Default shall have
occurred and be continuing or would result therefrom, the Borrower may, or may
make distributions to Holdings so that Holdings may, repurchase its Equity
Interests or Equity Interests of Alpha Coal Management, LLC owned by employees
of Holdings, the Borrower or the Subsidiaries or make payments to employees of
Holdings, the Borrower or the Subsidiaries upon termination of employment in
connection with the exercise of stock options, stock appreciation rights or
similar equity incentives or equity based incentives pursuant to management
incentive plans (including the Management Incentive Program) or in connection
with the death or disability of such employees in an aggregate amount not to
exceed $500,000 in any fiscal year, (iii) the Borrower may make Restricted
Payments to Holdings (x) in an amount not to exceed, when taken together with
the aggregate amount of all loans or advances made pursuant to Section 6.04(i)
for such purpose, $1,000,000 in any fiscal year to the extent necessary to pay
general corporate and overhead expenses incurred by Holdings in the ordinary
course of business and (y) in an amount equal to the Tax Amount; (iv) the
Borrower may make Restricted Payments to Holdings sufficient for Holdings to pay
the Closing Date Distribution; and (v) so long as no Default or Event of Default
shall have occurred and be continuing or result therefrom, the

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<PAGE>

Borrower may make Restricted Payments to Holdings in an aggregate amount not to
exceed $5,000,000 in any fiscal year, and Holdings may, in turn, make such
Restricted Payments to its equity holders so long as the Leverage Ratio would be
1.50 to 1.00 or less as of the most recently completed period ending prior to
such transaction for which the financial statements and certificates required by
Section 5.04(a) or 5.04(b) were required to be delivered, after giving pro forma
effect to such transaction and to any other event occurring after such period as
to which pro forma recalculation is appropriate as if such transaction had
occurred as of the first day of such period.

      (b)   Enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (i) the
ability of Holdings, the Borrower or any Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (ii) the ability of any
Subsidiary to pay dividends or other distributions with respect to any of its
Equity Interests or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; provided that (A) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, (B) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (C) the foregoing shall not apply to restrictions and
conditions imposed on any Subsidiary that is not a Loan Party by the terms of
any Indebtedness of such Subsidiary permitted to be incurred hereunder, (D)
clause (i) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, (E) clause (i) of the foregoing shall not
apply to restrictions or conditions imposed by the Senior Note Documents as in
effect on the date hereof and (F) clause (i) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.

      SECTION 6.07. Transactions with Affiliates. Except for transactions by or
among Loan Parties, sell or transfer any property or assets to, or purchase or
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except that (a) the Borrower or any
Subsidiary may engage in any of the foregoing transactions in the ordinary
course of business at prices and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (b) Restricted Payments may be made to the extent
provided in Section 6.06, (c) fees may be paid to First Reserve or any of its
Affiliates in an aggregate amount not to exceed $200,000 in any fiscal year plus
all out-of-pocket costs and expenses incurred by First Reserve or any such
Affiliate, in each case in connection with their performance of management,
consulting, monitoring, financial advisory or other services with respect to the
Borrower and the Subsidiaries and (d) the following transactions shall be
permitted, in each case so long as such transactions are in the ordinary course
of business: (x) reasonable fees and expenses may be paid to directors of
Holdings, (y) Holdings, the Borrower and the Subsidiaries may enter into
employment arrangements with their respective directors, officers and employees
and pay compensation in connection therewith and (z) Holdings, the Borrower and
the Subsidiaries may make customary payments to their respective directors and
officers in respect of indemnification of such persons in such respective
capacities from and against liabilities, losses, penalties, judgments, suits,
costs

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<PAGE>

and expenses, as the case may be, pursuant to their respective constituent
documents, indemnity arrangements or applicable law.

      SECTION 6.08. Business of Holdings, the Borrower and Subsidiaries;
Limitation on Hedging Agreements. (a) With respect to Holdings, engage in
any business activities or have any assets or liabilities other than (i) its
ownership of the Equity Interests in the Borrower and liabilities incidental
thereto, including its liabilities pursuant to the Loan Documents, (ii) its
obligations to holders of its Equity Interests, including its obligations
pursuant to the Holdings Limited Liability Company Agreement and the Holdings
Member Agreement, (iii) paying any taxes required by law and (iv) holding
directors and members meetings, preparing corporate records and other corporate
activities required to maintain its separate corporate structure.

      (b)   With respect to the Borrower and the Subsidiaries, engage at any
time in any business or business activity other than the business conducted by
it as of the Closing Date and business activities reasonably incidental thereto.

      (c)   Enter into any Hedging Agreement other than (a) any such agreement
or arrangement entered into in the ordinary course of business and consistent
with prudent business practice to hedge or mitigate risks to which the Borrower
or any Subsidiary is exposed in the conduct of its business or the management of
its liabilities or (b) any such agreement entered into to hedge against
fluctuations in interest rates or currency incurred in the ordinary course of
business and consistent with prudent business practice; provided that in each
case such agreements or arrangements shall not have been entered into for
speculative purposes.

      SECTION 6.09. Other Indebtedness and Agreements. (a) Permit any
waiver, supplement, modification, amendment, termination or release of any
indenture, instrument or agreement pursuant to which any Material Indebtedness
of Holdings, the Borrower or any of the Subsidiaries is outstanding if the
effect of such waiver, supplement, modification, amendment, termination or
release would materially increase the obligations of the obligor (excluding
increases in the amount of such Indebtedness to the extent permitted to be
incurred pursuant to Section 6.01) or confer additional material rights on the
holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any
of the Subsidiaries or the Lenders. Permit any waiver, supplement, modification
or amendment of any of the documentation governing, evidencing or otherwise
relating to Alpha Terminal Company, LLC's partnership interest in Dominion
Terminal Associates if the effect of such waiver, supplement, modification or
amendment would materially increase the obligations of Alpha Terminal Company,
LLC or any of its Affiliates with respect thereto.

      (b)   (i) Make any distribution, whether in cash, property, securities or
a combination thereof, other than regular scheduled payments of principal and
interest as and when due (to the extent not prohibited by applicable
subordination provisions), in respect of, or pay, or offer or commit to pay, or
directly or indirectly (including pursuant to any Synthetic Purchase Agreement)
redeem, repurchase, retire or otherwise acquire for consideration, or set apart
any sum for the aforesaid purposes, any Material Indebtedness, except (A) the
payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness
permitted by Section 6.01 and (C) the payment of secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness, or (ii) pay in cash any amount in

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<PAGE>

respect of any Indebtedness or preferred Equity Interests that may at the
obligor's option be paid in kind or in other securities.

      SECTION 6.10. Capital Expenditures. Permit the aggregate amount of Capital
Expenditures made by the Borrower and the Subsidiaries in any period set forth
below to exceed the amount set forth below for such period:

<TABLE>
<CAPTION>
Period                                                     Amount
------                                                     ------
<S>                                                      <C>
Closing Date through December 31, 2004                   $80,000,000
Any fiscal year thereafter                               $80,000,000
</TABLE>

The amount of permitted Capital Expenditures set forth above shall be increased
(but not decreased) by (a) in the case of the fiscal year ending on December 31,
2005, 25% of the amount of unused permitted Capital Expenditures for the
immediately preceding fiscal year, or, in the case of any fiscal year
thereafter, 50% of the amount of unused permitted Capital Expenditures for the
immediately preceding fiscal year, less (b) an amount equal to unused Capital
Expenditures carried forward to such preceding fiscal year.

      SECTION 6.11. Interest Coverage Ratio. Permit the Interest Coverage Ratio
as of the last day of any fiscal quarter beginning with the fiscal quarter
ending September 30, 2004 to be less than 2.50 to 1.00.

      SECTION 6.12. Leverage Ratio. Permit the Leverage Ratio as of the last day
of any fiscal quarter set forth below to be greater than the ratio set forth
opposite such quarter below:

<TABLE>
<CAPTION>
Fiscal Quarter Ending                                                               Ratio
---------------------                                                               -----
<S>                                                                              <C>
September 30, 2004                                                               3.85 to 1.00
December 31, 2004                                                                3.75 to 1.00
March 31, 2005                                                                   3.50 to 1.00
June 30, 2005                                                                    3.50 to 1.00
September 30, 2005                                                               3.25 to 1.00
December 31, 2005                                                                3.25 to 1.00
March 31, 2006                                                                   3.15 to 1.00
June 30, 2006                                                                    3.15 to 1.00
September 30, 2006                                                               3.15 to 1.00
December 31, 2006                                                                3.15 to 1.00
March 31, 2007 and thereafter                                                    3.00 to 1.00
</TABLE>

      SECTION 6.13. Fiscal Year. With respect to Holdings or the Borrower,
change its fiscal year-end to a date other than December 31.

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<PAGE>

                                  ARTICLE VII.

                                Events of Default

         In case of the happening of any of the following events ("Events of
Default"):

      (a)   any representation or warranty made or deemed made in or in
connection with any Loan Document or the Borrowings or issuances of Letters of
Credit hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;

      (b)   default shall be made in the payment of any principal of any Loan or
the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

      (c)   default shall be made in the payment of any interest on any Loan or
L/C Disbursement or any Fee or any other amount (other than an amount referred
to in (b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of
three Business Days;

      (d)   default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in Section 5.01(a), 5.02, 5.05 or 5.08 or in Article VI;

      (e)   default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in any Loan Document (other than those specified in clauses (b), (c)
or (d) above) and such default shall continue unremedied for a period of 30
days;

      (f)   (i) Holdings, the Borrower or any Subsidiary shall (i) fail to pay
any principal or interest, regardless of amount, due in respect of any Material
Indebtedness, when and as the same shall become due and payable, or (ii) any
other event or condition occurs that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (ii) shall not apply to (A) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness and (B) any Material Lease unless the
counterparty or counterparties with respect to such Material Lease shall (x)
notify Holdings, the Borrower or any Subsidiary of the occurrence of such event
or condition described in this clause (ii) and request that Holdings, the
Borrower or any Subsidiary cure the same, (y) cause the Indebtedness with
respect to such Material Lease to become due, or to require the prepayment,
repurchase,

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<PAGE>

redemption or defeasance thereof, prior to its scheduled maturity or (z)
terminate or take steps to terminate such Material Lease.

      (g)   an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of Holdings, the Borrower or any Subsidiary, or of a substantial part
of the property or assets of Holdings, the Borrower or a Subsidiary, under Title
11 of the United States Code, as now constituted or hereafter amended, or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary or
for a substantial part of the property or assets of Holdings, the Borrower or a
Subsidiary or (iii) the winding-up or liquidation of Holdings, the Borrower or
any Subsidiary; and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

      (h)   Holdings, the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary or for a substantial part of the property or assets
of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;

      (i)   one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 (excluding therefrom any amount covered by
insurance as to which the applicable insurer has acknowledged in writing its
obligation to cover) or other judgments that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect shall be
rendered against Holdings, the Borrower, any Subsidiary or any combination
thereof and the same shall remain undischarged for a period of 30 consecutive
days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to levy upon assets or properties of
Holdings, the Borrower or any Subsidiary to enforce any such judgment;

      (j)   an ERISA Event described in clause (b) of the definition thereof
shall have occurred or any other ERISA Event shall have occurred that, when
taken together with all other such ERISA Events, could reasonably be expected to
result in liability of the Borrower and its ERISA Affiliates in an aggregate
amount exceeding $5,000,000;

      (k)   any Guarantee under the Guarantee and Collateral Agreement for any
reason shall cease to be in full force and effect (other than in accordance with
its terms), or any Guarantor shall deny that it has any further liability under
its Guarantee (other than as a result of the discharge of such Guarantor in
accordance with the terms of the Loan Documents);

                                       86
<PAGE>

      (l)   any Lien purported to be created under any Security Document shall
cease to be, or shall be asserted by the Borrower or any other Loan Party not to
be, a valid, perfected and, with respect to the Secured Parties, first priority
(except as otherwise expressly provided in this Agreement or such Security
Document) Lien on any material Collateral covered thereby, except to the extent
that any such loss of perfection or priority results from the failure of the
Collateral Agent to maintain possession of certificates representing Equity
Interests pledged under the Guarantee and Collateral Agreement; or

      (m)   there shall have occurred a Change in Control; then, and in every
such event (other than an event with respect to Holdings or the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event either or both of the following actions may be taken:
(i) the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, terminate forthwith the Revolving Credit
Commitments and the Swingline Commitment and (ii) the Administrative Agent may,
and at the request of the Required Lenders shall, declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any further
notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in any other Loan Document to the contrary
notwithstanding, and the Administrative Agent and the Collateral Agent shall
have the right to take all or any actions and exercise any remedies available to
a secured party under the Security Documents or applicable law or in equity; and
in any event with respect to Holdings or the Borrower described in paragraph (g)
or (h) above, the Revolving Credit Commitments and the Swingline Commitment
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any further notice of any kind, all of which are hereby expressly waived by
the Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding, and the Administrative Agent and the Collateral Agent
shall have the right to take all or any actions and exercise any remedies
available to a secured party under the Security Documents or applicable law or
in equity.

                                 ARTICLE VIII.

                          The Agents and the Arrangers

      Each of the Lenders and the Issuing Bank hereby irrevocably appoints each
of the Administrative Agent and the Collateral Agent (for purposes of this
Article VIII, the Administrative Agent and the Collateral Agent are referred to
collectively as the "Agents") its agent and authorizes the Agents to take such
actions on its behalf and to exercise such powers as are delegated to such Agent
by the terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto. Without limiting the generality of the foregoing,
the Agents are hereby expressly authorized by the Lenders to execute any and all
documents

                                       87
<PAGE>

(including releases and the Security Documents) with respect to the Collateral
and the rights of the Secured Parties with respect thereto, as contemplated by
and in accordance with the provisions of this Agreement and the Security
Documents.

      Each bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or any of their respective Affiliates
as if it were not an Agent hereunder.

      No Agent shall have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing,
(a) no Agent shall be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) no Agent
shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent or the Collateral Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose, nor shall it be liable for
the failure to disclose, any information relating to Holdings, the Borrower or
any of the Subsidiaries that is communicated to or obtained by the bank serving
as any Agent or any of its Affiliates in any capacity. The Administrative Agent
and the Collateral Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of
any Default unless and until written notice thereof is given to such Agent by
Holdings, the Borrower or a Lender, and no Agent shall be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

      Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. Each Agent may also rely
upon any statement made to it orally or by telephone and believed by it to have
been made by the proper person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for
Holdings, the Borrower or any of the Subsidiaries), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

                                       88
<PAGE>

      Each Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by it. Each Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

      Subject to the appointment and acceptance of a successor Agent as provided
below, each Agent may resign at any time by notifying the Lenders, the Issuing
Bank and the Borrower. Upon any such resignation of the Administrative Agent or
the Collateral Agent, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank. Upon the acceptance of its appointment as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder.
The fees payable by the Borrower to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After an Agent's resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while acting as
Agent.

      Each of the Arrangers, the Syndication Agent and the Documentation Agent,
in its capacity as such, shall have no duties or responsibilities, and shall
incur no liability, under this Agreement or any other Loan Document.

      Each Lender acknowledges that it has, independently and without reliance
upon the Agents, the Arrangers, the Syndication Agent, the Documentation Agent
or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agents, the Arrangers, the Syndication Agent, the
Documentation Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement
or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.

      To the extent required by any applicable law, the Administrative Agent may
withhold from any interest payment to any Lender an amount equivalent to any
applicable withholding tax. If the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding tax
ineffective or for any other reason, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly

                                       89
<PAGE>

or indirectly, by the Administrative Agent as tax or otherwise, including any
penalties or interest and together with all expenses (including legal expenses,
allocated internal costs and out-of-pocket expenses) incurred.

                                  ARTICLE IX.

                                 Miscellaneous

      SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by fax, as follows:

            (a)   if to Holdings or the Borrower, to it at 406 West Main Street,
      Abingdon, Virginia 24212, Attention of General Counsel (Fax No. (276)
      628-3116), with a copy to Bartlit Beck Herman Palenchar & Scott LLP, 1899
      Wynkoop Street, Denver, Colorado 80202, Attention of Polly S. Swartzfager
      (Fax No. (303) 592-3140);

            (b)   if to the Administrative Agent, to Citicorp North America,
      Inc., Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention of
      Heather Puchalski (Fax No. (212) 994-0961);

            (c)   if to the Collateral Agent, to Citicorp North America, Inc.,
      388 Greenwich Street, 21st Floor, New York, New York 10013, Attention of
      Daniel J. Miller (Fax No. (212) 816-8051); and

            (d)   if to a Lender, to it at its address (or fax number) set forth
      in the Lender Addendum or the Assignment and Acceptance pursuant to which
      such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

      SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by Holdings or the Borrower herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans, the funding of the Credit-Linked Deposits
and the issuance of Letters of Credit by the Issuing Bank, regardless of any
investigation made by the Lenders or the Issuing Bank or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and unpaid or any Letter of
Credit or Credit-Linked Deposit is outstanding and so long as the Commitments
have not been terminated. The provisions of Sections 2.13, 2.15, 2.19 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the

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consummation of the Transactions and the other transactions contemplated hereby,
the repayment of any of the Loans, the expiration of the Commitments, the
expiration of any Letter of Credit, the return or application of the
Credit-Linked Deposits, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document or any investigation made
by or on behalf of the Administrative Agent, the Collateral Agent, the
Arrangers, any Lender or the Issuing Bank.

      SECTION 9.03. Binding Effect. This Agreement shall become effective when
it shall have been executed by each of the parties hereto and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto.

      SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of Holdings, the Borrower, the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Lenders that
are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

      (b)   Each Lender may, at its own cost, assign to one or more assignees
all or a portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment, the Loans at the time owing to it
and the Credit-Linked Deposits at the time held by it); provided, however, that
(i) each of the Administrative Agent, the Issuing Bank, the Swingline Lender and
the Borrower must give its prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed) other than any assignment
to an Affiliate of a Lender; provided that the consent of the Borrower shall not
be required to any such assignment during the continuance of any Default or in
connection with the initial syndication of the facility provided for hereunder,
(ii) the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $1,000,000 (or, if less, the entire remaining amount of such Lender's
Commitment) and shall be in an amount that is an integral multiple of $1,000,000
(or the entire remaining amount of such Lender's Commitment), (iii) the parties
to each such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance (such Assignment and Acceptance to be (A)
electronically executed and delivered to the Administrative Agent via an
electronic settlement system then acceptable to the Administrative Agent, which
shall initially be the settlement system of ClearPar, LLC, or (B) manually
executed and delivered and, in each case, accompanied by a processing and
recordation fee of $3,500) and (iv) the assignee, if it shall not be a Lender
immediately prior to the assignment, shall deliver to the Administrative Agent
an Administrative Questionnaire. Upon acceptance and recording pursuant to
paragraph (e) of this Section 9.04, from and after the effective date specified
in each Assignment and Acceptance, (A) the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party

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hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.15,
2.19 and 9.05, as well as to any Fees accrued for its account and not yet paid).
Without the consent of the Borrower (which consent shall not be unreasonably
withheld) and the Administrative Agent, the Credit-Linked Deposit of any Funded
L/C Lender shall not be released in connection with any assignment by such
Funded L/C Lender, but shall instead be purchased by the relevant assignee and
continue to be held for application (to the extent not already applied) in
accordance with Section 2.22(d) to satisfy such assignee's obligations in
respect of Funded L/C Disbursements.

      (c)   By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Revolving Credit Commitment, and the outstanding balances of its Revolving
Loans and its Credit-Linked Deposits, in each case without giving effect to
assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or
the financial condition of Holdings, the Borrower or any Subsidiary or the
performance or observance by Holdings, the Borrower or any Subsidiary of any of
its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, the Arrangers, such assigning Lender or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (vi) such assignee appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent and the Collateral Agent, respectively, by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

      (d)   The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the
Collateral Agent and the Lenders may treat each person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the

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Issuing Bank, the Collateral Agent and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.

      (e)   Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder) and the written consent of the Swingline Lender, the Issuing
Bank and the Administrative Agent to such assignment, the Administrative Agent
shall (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Lenders, the Issuing Bank and the Swingline Lender. No assignment shall be
effective unless it has been recorded in the Register as provided in this
paragraph (e).

      (f)   Each Lender may, at its own cost, without the consent of the
Borrower, the Swingline Lender, the Issuing Bank or the Administrative Agent
sell participations to one or more banks or other entities in all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment, the Loans at the time owing to it and the Credit-Linked
Deposits at the time held by it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.13, 2.15 and 2.19 to the same extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender that
sold the participation to such participant) and (iv) the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to the Loans or L/C
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any scheduled principal
payment date or date fixed for the payment of interest on the Loans or the
Credit Linked-Deposits, increasing or extending the Commitments or releasing any
material Guarantor or all or substantially all of the Collateral).

      (g)   Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information on
terms no less restrictive than those applicable to the Lenders pursuant to
Section 9.16.

      (h)   Any Lender may at any time assign all or any portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.

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      (i)   Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

      (j)   Neither Holdings nor the Borrower shall assign or delegate any of
its rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.

      SECTION 9.05. Expenses; Indemnity. (a) Holdings and the Borrower
agree, jointly and severally, to pay all out-of-pocket costs and expenses
incurred by the Administrative Agent, the Collateral Agent, the Syndication
Agent, the Documentation Agent, the Arrangers, the Issuing Bank and the
Swingline Lender in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof or incurred by the Administrative
Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the
Arrangers, the Issuing Bank or any Lender in connection with the enforcement or
protection of its rights in connection with this Agreement and the other Loan
Documents or in connection with the Loans or Credit Linked-Deposits made or
Letters of Credit issued hereunder, including in each case the fees,
disbursements and other charges of Latham & Watkins LLP, counsel for the
Arrangers and the Administrative Agent, and, in connection with any such
enforcement or protection, the reasonable fees, disbursements and other charges
of any counsel for the Administrative Agent, the Collateral Agent, the
Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank or
any Lender.

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      (b)   Holdings and the Borrower agree, jointly and severally, to indemnify
the Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent, the Arrangers, each Lender, the Issuing Bank and each
Related Party of any of the foregoing persons (each such person being called an
"Indemnitee") against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related costs and expenses, including
reasonable counsel fees, disbursements and other charges, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated thereby, the performance by
the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans or Credit Linked-Deposits or
issuance of Letters of Credit, (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto, or (iv) any actual or alleged presence or Release of Hazardous
Materials on any property owned or operated by Holdings, the Borrower or any of
the Subsidiaries, or any Environmental and Mining Liability related in any way
to Holdings, the Borrower or any of the Subsidiaries; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related costs and expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from primarily the gross negligence or willful
misconduct of such Indemnitee.

      (c)   To the extent that Holdings and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent, the Collateral Agent,
the Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank
or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Collateral Agent, the
Syndication Agent, the Documentation Agent, the Arrangers, the Issuing Bank or
the Swingline Lender, as the case may be, such Lender's pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent, the
Collateral Agent, the Syndication Agent, the Documentation Agent, the Arrangers,
the Issuing Bank or the Swingline Lender in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the Aggregate Revolving Credit Exposure, outstanding Credit-Linked
Deposits and unused Commitments at the time.

      (d)   To the extent permitted by applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions or the other transactions contemplated
hereby, any Loan, Credit-Linked Deposit or Letter of Credit or the use of the
proceeds thereof.

      (e)   The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the Transactions or the other transactions
contemplated hereby, the repayment of any of the Loans, the return or
application of any of the Credit-Linked Deposits, the expiration of the

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Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Administrative Agent,
the Collateral Agent, the Syndication Agent, the Documentation Agent, the
Arrangers, any Lender or the Issuing Bank. All amounts due under this Section
9.05 shall be payable on written demand therefor.

      SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of Holdings or the Borrower against any of and all the
obligations of Holdings or the Borrower now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such other
Loan Document and although such obligations may be unmatured. The rights of each
Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

      SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE
DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE LAWS OF THE STATE OF NEW YORK.

      SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on Holdings or the Borrower in
any case shall entitle Holdings or the Borrower to any other or further notice
or demand in similar or other circumstances.

      (b)   Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by Holdings, the

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Borrower and the Required Lenders; provided, however, that no such agreement
shall (i) decrease the principal amount of, or extend the maturity of or any
scheduled principal payment date or date for the payment of any interest on any
Loan or any date for reimbursement of an L/C Disbursement or extend the date on
which the Credit-Linked Deposits are required to be returned in full, or waive
or excuse any such payment or any part thereof, or decrease the rate of interest
on any Loan, Credit-Linked Deposit or L/C Disbursement, or decrease, or extend
the date for payment of, any Fees of any Lender, without the prior written
consent of each Lender affected thereby, (ii) increase or extend the Commitment
of any Lender without the prior written consent of such Lender, (iii) amend or
modify the pro rata requirements of Section 2.16, the provisions of Section
9.04(j), the provisions of this Section or the definition of the term "Required
Lenders," or release any material Guarantor, without the prior written consent
of each Lender, (iv) release all or substantially all of the Collateral without
the prior written consent of each Lender; (v) modify the protections afforded to
an SPC pursuant to the provisions of Section 9.04(i) without the written consent
of such SPC or (vi) change the provisions of any Loan Document in a manner that
by its terms adversely affects the rights in respect of payments due to Lenders
holding Loans or Credit-Linked Deposits of one Class differently from the rights
of Lenders holding Loans or Credit-Linked Deposits of any other Class without
the prior written consent of Lenders holding a majority in interest of the
outstanding Loans, Credit-Linked Deposits and/or unused Commitments of each
adversely affected Class (it being understood that this clause (vi) shall not
affect the amendment requirements with respect to the matters set forth in the
preceding clauses (i) through (v) with respect to the matters discussed
therein); provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under
any other Loan Document without the prior written consent of the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as
applicable.

      SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or
Credit-Linked Deposit or participation in any L/C Disbursement, together with
all fees, charges and other amounts which are treated as interest on such Loan
or participation in such L/C Disbursement under applicable law (collectively the
"Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may
be contracted for, charged, taken, received or reserved by the Lender holding
such Loan or participation in accordance with applicable law, the rate of
interest payable in respect of such Loan or participation hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or participation but were not payable as a
result of the operation of this Section 9.09 shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or participations
or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

      SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any person (other
than the parties hereto and thereto, their respective successors and assigns
permitted hereunder

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(including any Affiliate of the Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent, the Arrangers, the Issuing Bank and the Lenders ) any
rights, remedies, obligations or liabilities under or by reason of this
Agreement or the other Loan Documents.

      SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

      SECTION 9.12. Severability. In the event any one or more of the provisions
contained in this Agreement or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

      SECTION 9.13. Counterparts. This Agreement 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, and shall become effective as provided in Section 9.03.
Delivery of an executed signature page to this Agreement or of a Lender Addendum
by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.

      SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

      SECTION 9.15. Jurisdiction; Consent to Service of Process(a) . (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be

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heard and determined in such New York State court or, to the extent permitted by
law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent, the Arrangers, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or the other
Loan Documents against either Holdings or the Borrower or its properties in the
courts of any jurisdiction.

      (b)   Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

      (c)   Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION 9.16. Confidentiality. Each of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (a)
to its and its Affiliates' officers, directors, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority or
quasi-regulatory authority (such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) in connection with the exercise of
any remedies hereunder or under the other Loan Documents or any suit, action or
proceeding relating to the enforcement of its rights hereunder or thereunder,
(e) subject to an agreement containing provisions substantially the same as
those of this Section 9.16, to (i) any actual or prospective assignee of or
participant in any of its rights or obligations under this Agreement and the
other Loan Documents or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to Holdings, the
Borrower or any Subsidiary or any of their respective obligations, (f) with the
consent of Holdings or the Borrower or (g) to the extent such Information
becomes publicly available other than as a result of a breach of this Section
9.16; provided that in the case of clauses (c) and (d), the Administrative
Agent, the Collateral Agent, the Issuing Bank or any such Lender, as the case
may be, shall use reasonable efforts to give prior notice to the Borrower of
such proposed disclosure. For the purposes of this Section, "Information" shall
mean all information received from Holdings, the Borrower or any Subsidiary that
is related to Holdings, the Borrower or the Subsidiaries or their respective
businesses, other than any such information that was available to the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to its disclosure by Holdings or the Borrower;
provided that, in the case of Information received from Holdings or the Borrower
after the date hereof, such information is clearly identified at the time

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of delivery as confidential. Any person required to maintain the confidentiality
of Information as provided in this Section 9.16 shall be considered to have
complied with its obligation to do so if such person has exercised the same
degree of care to maintain the confidentiality of such Information as such
person would accord its own confidential information. Notwithstanding any other
express or implied agreement, arrangement or understanding to the contrary, each
of the parties hereto agrees that each other party hereto (and each of its
employees, representatives or agents) are permitted to disclose to any persons,
without limitation, the tax treatment and tax structure of the Loans and the
other transactions contemplated by the Loan Documents and all materials of any
kind (including opinions and tax analyses) that are provided to the Loan
Parties, the Lenders, the Arrangers or any Agent related to such tax treatment
and tax aspects. To the extent not inconsistent with the immediately preceding
sentence, this authorization does not extend to disclosure of any other
information or any other term or detail not related to the tax treatment or tax
aspects of the Loans or the transactions contemplated by the Loan Documents.

      SECTION 9.17. Delivery of Lender Addenda. Each initial Lender shall become
a party to this Agreement by delivering to the Administrative Agent a Lender
Addendum duly executed by such Lender, the Borrower and the Administrative
Agent.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      100
<PAGE>

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

                                        ANR HOLDINGS, LLC

                                        By: /s/ Vaughn R. Groves
                                            Name: Vaughn R. Groves
                                            Title: Vice President

                                        ALPHA NATURAL RESOURCES, LLC

                                        By: /s/ Vaughn R. Groves
                                            Name: Vaughn R. Groves
                                            Title: Vice President

                                        CREDIT SUISSE FIRST BOSTON, acting
                                        through its Cayman Islands Branch,
                                        as Joint Bookrunner, Joint Lead
                                        Arranger and Syndication Agent

                                        By: /s/ Joseph Adipietro
                                            Name: Joseph Adipietro
                                            Title: Director

                                        By: /s/ Joshua Parrish
                                            Name: Joshua Parrish
                                            Title: Associate

<PAGE>

                                        UBS SECURITIES LLC, as Joint Bookrunner,
                                        Joint Lead Arranger and
                                        Documentation Agent

                                        By: /s/ Oliver O. Trumbo
                                            Name: Oliver O. Trumbo
                                            Title: Director

                                        /s/ Thomas J.W. Archie
                                            Name: Thomas J.W. Archie
                                            Title: Director

                                        CITICORP NORTH AMERICA, INC., as
                                        Administrative Agent, Collateral Agent,
                                        Issuing Bank and Swingline Lender

                                        By: /s/ Daniel J. Miller
                                            Name: Daniel J. Miller
                                            Title: Vice President

                                        CITIGROUP GLOBAL MARKETS INC.,
                                        as Joint Lead Arranger

                                        By: /s/ Wajeeh Faheem
                                            Name: Wajeeh Faheem
                                            Title: Director