<PAGE>

                                                                    Exhibit 10.1

================================================================================

                                  $525,000,000

                                CREDIT AGREEMENT

                          Dated as of October 26, 2005,

                                      Among

                             ALPHA NR HOLDING, INC.
                                   as Holdings

                          ALPHA NATURAL RESOURCES, LLC
                                  as Borrower,

                   THE LENDERS AND ISSUING BANKS PARTY HERETO,

                          CITICORP NORTH AMERICA, INC.
                            as Administrative Agent,

                               UBS SECURITIES LLC,
                              as Syndication Agent,

                              BANK OF AMERICA, N.A.
                       NATIONAL CITY BANK OF PENNSYLVANIA
                                       and
                         PNC BANK, NATIONAL ASSOCIATION
                           as Co-Documentation Agents

                                   ----------

                         CITIGROUP GLOBAL MARKETS INC.,
                                       and
                               UBS SECURITIES LLC,
                 as Joint Lead Arrangers and Joint Book Managers

                                   ----------

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           -----
<S>                                                                        <C>
Article I DEFINITIONS...................................................     -1-

   Section 1.01.   Defined Terms........................................     -1-
   Section 1.02.   Terms Generally......................................    -34-
   Section 1.03.   Accounting Principles................................    -34-
   Section 1.04.   Effectuation of Transfers............................    -35-

Article II THE CREDITS..................................................    -35-

   Section 2.01.   Commitments..........................................    -35-
   Section 2.02.   Loans and Borrowings.................................    -35-
   Section 2.03.   Requests for Borrowings..............................    -36-
   Section 2.04.   Swingline Loans......................................    -37-
   Section 2.05.   Letters of Credit....................................    -38-
   Section 2.06.   Funding of Borrowings................................    -43-
   Section 2.07.   Interest Elections...................................    -44-
   Section 2.08.   Termination and Reduction of Commitments.............    -45-
   Section 2.09.   Repayment of Loans; Evidence of Debt.................    -45-
   Section 2.10.   Repayment of Term Loans and Revolving Facility
                      Loans.............................................    -46-
   Section 2.11.   Prepayment of Loans..................................    -48-
   Section 2.12.   Fees.................................................    -48-
   Section 2.13.   Interest.............................................    -50-
   Section 2.14.   Alternate Rate of Interest...........................    -50-
   Section 2.15.   Increased Costs......................................    -51-
   Section 2.16.   Break Funding Payments...............................    -52-
   Section 2.17.   Taxes................................................    -52-
   Section 2.18.   Payments Generally; Pro Rata Treatment; Sharing of
                      Set-offs..........................................    -54-
   Section 2.19.   Mitigation Obligations; Replacement of Lenders.......    -55-
   Section 2.20.   Illegality...........................................    -56-
   Section 2.21.   Increase in Revolving Facility Commitments and/or
                      Tranche B Term Loan Commitments...................    -57-
</TABLE>

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           -----
<S>                                                                        <C>
Article III REPRESENTATIONS AND WARRANTIES..............................    -58-

   Section 3.01.   Organization; Powers.................................    -58-
   Section 3.02.   Authorization........................................    -58-
   Section 3.03.   Enforceability.......................................    -59-
   Section 3.04.   Governmental Approvals...............................    -59-
   Section 3.05.   Financial Statements.................................    -59-
   Section 3.06.   No Material Adverse Effect...........................    -61-
   Section 3.07.   Title to Properties; Possession Under Leases.........    -61-
   Section 3.08.   Litigation; Compliance with Laws.....................    -62-
   Section 3.09.   Federal Reserve Regulations..........................    -63-
   Section 3.10.   Investment Company Act; Public Utility Holding
                      Company Act.......................................    -63-
   Section 3.11.   Use of Proceeds......................................    -64-
   Section 3.12.   Tax Returns..........................................    -64-
   Section 3.13.   No Material Misstatements............................    -64-
   Section 3.14.   Employee Benefit Plans...............................    -65-
   Section 3.15.   Environmental Matters................................    -65-
   Section 3.16.   Security Documents...................................    -66-
   Section 3.17.   Location of Real Property and Leased Premises........    -67-
   Section 3.18.   Solvency.............................................    -67-
   Section 3.19.   Labor Matters........................................    -67-
   Section 3.20.   Insurance............................................    -68-
   Section 3.21.   Representations and Warranties in Acquisition
                      Agreements........................................    -68-
   Section 3.22.   Bonding Capacity.....................................    -68-

Article IV CONDITIONS OF LENDING........................................    -68-

   Section 4.01.   First Credit Event...................................    -68-
   Section 4.02.   All Credit Events....................................    -71-

Article V AFFIRMATIVE COVENANTS.........................................    -72-

   Section 5.01.   Existence; Businesses and Properties.................    -72-
</TABLE>


                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           -----
<S>                                                                        <C>
   Section 5.02.   Insurance............................................    -73-
   Section 5.03.   Taxes................................................    -73-
   Section 5.04.   Financial Statements, Reports, etc...................    -74-
   Section 5.05.   Litigation and Other Notices.........................    -75-
   Section 5.06.   Compliance with Laws.................................    -76-
   Section 5.07.   Maintaining Records; Access to Properties and
                      Inspections.......................................    -76-
   Section 5.08.   Use of Proceeds......................................    -76-
   Section 5.09.   Further Assurances; Additional Mortgages.............    -76-
   Section 5.10.   Fiscal Year; Accounting..............................    -78-
   Section 5.11.   Proceeds of Certain Dispositions.....................    -78-
   Section 5.12.   Maintenance of Ratings...............................    -78-
   Section 5.13.   Environmental and Mining Laws. Etc...................    -78-
   Section 5.14.   Post-Closing Requirements............................    -79-

Article VI NEGATIVE COVENANTS...........................................    -79-

   Section 6.01.   Indebtedness.........................................    -79-
   Section 6.02.   Liens................................................    -82-
   Section 6.03.   Sale and Lease-Back Transactions.....................    -86-
   Section 6.04.   Investments, Loans and Advances......................    -86-
   Section 6.05.   Mergers, Consolidations, Sales of Assets and
                      Acquisitions......................................    -88-
   Section 6.06.   Dividends and Distributions..........................    -90-
   Section 6.07.   Transactions with Affiliates.........................    -91-
   Section 6.08.   Business of Holdings and the Subsidiaries............    -93-
   Section 6.09.   Limitation on Cancellations and Modifications of
                      Indebtedness; Modifications of Certificate of
                      Incorporation, By-Laws and Certain Other
                      Agreements; etc...................................    -93-
   Section 6.10.   Capital Expenditures.................................    -94-
   Section 6.11.   Interest Coverage Ratio..............................    -95-
   Section 6.12.   Leverage Ratio.......................................    -95-
</TABLE>


                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           -----
<S>                                                                        <C>
   Section 6.13.   Swap Agreements......................................    -95-
   Section 6.14.   Fiscal Year..........................................    -95-

Article VII EVENTS OF DEFAULT...........................................    -96-

   Section 7.01.   Events of Default....................................    -96-
   Section 7.02.   Exclusion of Immaterial Subsidiaries.................    -98-

Article VIII THE AGENTS.................................................    -98-

   Section 8.01.   Appointment..........................................    -98-
   Section 8.02.   Nature of Duties.....................................    -99-
   Section 8.03.   Resignation by the Agents............................   -100-
   Section 8.04.   Each Agent in Its Individual Capacity................   -100-
   Section 8.05.   Indemnification......................................   -100-
   Section 8.06.   Lack of Reliance on Agents...........................   -101-

Article IX MISCELLANEOUS................................................   -101-

   Section 9.01.   Notices..............................................   -101-
   Section 9.02.   Survival of Agreement................................   -102-
   Section 9.03.   Binding Effect.......................................   -103-
   Section 9.04.   Successors and Assigns...............................   -103-
   Section 9.05.   Expenses; Indemnity..................................   -106-
   Section 9.06.   Right of Set-off.....................................   -108-
   Section 9.07.   Applicable Law.......................................   -108-
   Section 9.08.   Waivers; Amendment...................................   -108-
   Section 9.09.   Interest Rate Limitation.............................   -110-
   Section 9.10.   Entire Agreement.....................................   -111-
   Section 9.11.   WAIVER OF JURY TRIAL.................................   -111-
   Section 9.12.   Severability.........................................   -111-
   Section 9.13.   Counterparts.........................................   -111-
   Section 9.14.   Headings.............................................   -111-
   Section 9.15.   Jurisdiction; Consent to Service of Process..........   -111-
   Section 9.16.   Confidentiality......................................   -112-
</TABLE>


                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                           -----
<S>                                                                        <C>
   Section 9.17.   Citigroup Direct Website Communications..............   -112-
   Section 9.18.   Release of Liens and Guarantees......................   -113-
   Section 9.19.   U.S. Patriot Act.....................................   -114-
</TABLE>

<TABLE>
<CAPTION>
Exhibits, Annexes and Schedules
-------------------------------
<S>                               <C>
Exhibit A                         Form of Assignment and Acceptance
Exhibit B                         Form of Administrative Questionnaire
Exhibit C-1                       Form of Borrowing Request
Exhibit C-2                       Form of Swingline Borrowing Request
Exhibit C-3                       Form of L/C Request
Exhibit D                         Form of Mortgage for Initial Mortgaged
                                  Properties
Exhibit E                         Form of Guarantee and Collateral Agreement
Exhibit F                         Form of Solvency Certificate
Exhibit G                         Form of Landlord Consent
Exhibit H                         Form of Opinion of Bartlit Beck Herman
                                  Palenchar & Scott LLP
Exhibit I                         Form of Opinion of Vaughn R. Groves

Schedule 2.01                     Commitments
Schedule 2.05(a)                  Maximum Amount of Letters of Credit of each
                                  Issuing Bank
Schedule 2.05(m)                  Existing Letters of Credit
Schedule 3.04                     Governmental Approvals
Schedule 3.07(c)                  Material Real Property
Schedule 3.07(d)                  Certain Mining Claims
Schedule 3.07(e)                  Intellectual Property
Schedule 3.07(f)                  Condemnation Proceedings
Schedule 3.07(h)                  Subsidiaries
Schedule 3.07(i)                  Subscriptions
Schedule 3.08(a)                  Litigation
Schedule 3.08(d)                  Violations
Schedule 3.12                     Taxes
Schedule 3.15                     Environmental Matters
Schedule 3.15(viii)               Storage Tanks
Schedule 3.19                     Labor Matters
Schedule 3.20                     Insurance
Schedule 4.01(b)                  Local Counsel
Schedule 5.14(b)                  Post Closing Requirements.
Schedule 6.01                     Indebtedness
Schedule 6.02(a)                  Liens
Schedule 6.04                     Investments
Schedule 6.07                     Transactions with Affiliates
</TABLE>


                                        v

<PAGE>

          CREDIT AGREEMENT dated as of October 26, 2005 (this "Agreement"),
among ALPHA NR HOLDING, INC., a Delaware corporation ("Holdings"), ALPHA NATURAL
RESOURCES, LLC, a Delaware limited liability company (the "Borrower"), the
LENDERS and ISSUING BANKS party hereto from time to time, CITICORP NORTH
AMERICA, INC., as administrative agent (in such capacity, the "Administrative
Agent") and as collateral agent (in such capacity, the "Collateral Agent") for
the Lenders and Issuing Banks, UBS SECURITIES LLC ("UBS Securities") as
syndication agent, (in such capacity, the "Syndication Agent"), BANK OF AMERICA,
N.A., NATIONAL CITY BANK OF PENNSYLVANIA and PNC BANK, NATIONAL ASSOCIATION,
each as co-documentation agent (in such capacity, a "Co-Documentation Agent"),
CITIGROUP GLOBAL MARKETS INC. ("CGMI") and UBS SECURITIES, as joint lead
arrangers and joint book managers (in such capacities, the "Joint Lead
Arrangers").

                                 A. WITNESSETH:

          WHEREAS, Holdings, the Borrower, the lenders and issuers from time to
time party thereto (the "Existing Lenders"), Citicorp North America, Inc. as
administration agent and collateral agent (in such capacities, the "Existing
Agent"), the Collateral Agent and certain other agents party thereto entered
into that certain Credit Agreement, dated as of May 28, 2004 (as amended from
time to time prior to the date hereof, the "Existing Credit Agreement");

          WHEREAS, the Borrower, through its direct or indirect existing or
newly formed subsidiaries, will acquire, on or before the Closing Date, pursuant
to the terms of the Acquisition Agreements (as defined below), all the issued
and outstanding capital stock of White Flame Energy, Inc., Twin Star Mining,
Inc. and Nicewonder Contracting, Inc., all of the equity interests of Powers
Shop, LLC and Buchanan Energy Company, LLC, substantially all of the assets of
Mate Creek Energy of W. Va., Inc. and Virginia Energy Company, and Premium
Energy, Inc. will merge with and into Premium Energy, LLC (the foregoing
transactions, collectively, the "Acquisition"); and

          WHEREAS, the Borrower has requested that the Lenders agree to extend
credit to it in the form of (a) Tranche B Term Loans on the Closing Date, in an
aggregate principal amount not in excess of $250.0 million and (b) Revolving
Facility Loans and Letters of Credit at any time and from time to time prior to
the Revolving Facility Maturity Date, in an aggregate principal amount at any
time outstanding not in excess of $275.0 million.

          NOW, THEREFORE, the Lenders are willing to extend such credit to
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, 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 Borrowing" shall mean a Borrowing comprised of ABR Loans.

<PAGE>

          "ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan or
Swingline Loan.

          "ABR Revolving Facility Borrowing" shall mean a Borrowing comprised of
ABR Revolving Loans.

          "ABR Revolving Loan" shall mean any Revolving Facility Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

          "ABR Term Loan" shall mean any Tranche B Term Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

          "Acquired Business" shall mean, collectively, the businesses acquired
on the Closing Date by the Borrower and its Subsidiaries pursuant to the
Acquisition.

          "Acquisition" shall have the meaning assigned to such term in the
recitals hereto.

          "Acquisition Agreements" shall mean (i) the Acquisition Agreement
among the Borrower, Mate Creek Energy of W. Va., Inc. and Virginia Energy
Company, the unitholders Of Powers Shop, LLC, and the shareholders of White
Flame Energy, Inc., Twin Star Mining, Inc. and Nicewonder Contracting, Inc.,
(ii) the Membership Unit Purchase Agreement among Premium Energy, LLC and the
Unitholders of Buchanan Energy Company, LLC and (iii) the Agreement and Plan of
Merger among ANR, Inc., the Borrower, Premium Energy, LLC, Premium Energy, Inc.
and the shareholders of Premium Energy, Inc., each dated as of September 23,
2005, in each case as amended through the date hereof and as may be further
amended, supplemented or modified following the date hereof in accordance with
this Agreement.

          "Acquired Assets" shall have the meaning assigned to such term in the
definition of Permitted Business Acquisition.

          "Acquired Entity" shall have the meaning assigned to such term in the
definition of Permitted Business Acquisition.

          "Active Operating Properties" shall mean all property covered by
outstanding Mining 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 Interest by any of the Loan parties, but shall
exclude all property covered by outstanding Mining 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.

          "Additional Mortgage" shall have the meaning assigned to such term in
Section 5.09(c).

          "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for such Interest Period and (b) Statutory Reserves applicable to such
Eurocurrency Borrowing, if any.


                                       -2-

<PAGE>

          "Administrative Agent" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.12(c).

          "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit B.

          "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.

          "Agent Parties" shall have the meaning assigned to such term in
Section 9.17(c).

          "Agents" shall mean the Administrative Agent and the Collateral Agent.

          "Agreement" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

          "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greatest of the following:

          (a) the rate of interest announced publicly by Citibank in New York,
     New York, from time to time, as Citibank's base rate;

          (b) the sum (adjusted to the nearest 0.25% or, if there is no nearest
     0.25%, to the next higher 0.25%) of (i) 0.5% per annum, (ii) the rate per
     annum obtained by dividing (A) the latest three-week moving average of
     secondary market morning offering rates in the United States for
     three-month certificates of deposit of major United States money market
     banks, such three-week moving average being determined weekly on each
     Monday (or, if any such day is not a Business Day, on the next succeeding
     Business Day) for the three-week period ending on the previous Friday by
     Citibank on the basis of such rates reported by certificate of deposit
     dealers to and published by the Federal Reserve Bank of New York or, if
     such publication shall be suspended or terminated, on the basis of
     quotations for such rates received by Citibank from three New York
     certificate of deposit dealers of recognized standing selected by Citibank,
     by (B) a percentage equal to 100% minus the average of the daily
     percentages specified during such three-week period by the Federal Reserve
     Board for determining the maximum reserve requirement (including any
     emergency, supplemental or other marginal reserve requirement) for Citibank
     in respect of liabilities consisting of or including (among other
     liabilities) three-month U.S. dollar nonpersonal time deposits in the
     United States and (iii) the average during such three-week period of the
     maximum annual assessment rates estimated by Citibank for determining the
     then current annual assessment payable by Citibank to the Federal Deposit
     Insurance Corporation (or any successor) for insuring Dollar deposits in
     the United States; and

          (c) 0.5% per annum plus the Federal Funds Effective Rate.


                                       -3-

<PAGE>

          If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate, including the failure of
the Federal Reserve Bank of New York to publish rates or the inability of the
Administrative Agent to obtain quotations in accordance with the terms thereof,
the Alternate Base Rate shall be determined without regard to clause (c) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist.

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

          "ANR, Inc." shall mean Alpha Natural Resources, Inc., a Delaware
corporation and the parent of Holdings.

          "Applicable Margin" shall mean:

          (a) for any day with respect to any Eurocurrency Loan that is a
     Tranche B Term Loan and any ABR Loan that is a Tranche B Term Loan, the
     applicable margin per annum set forth below under the caption "Tranche B
     Facility Loan ABR Spread" and "Tranche B Facility Loan Eurocurrency
     Spread," as applicable, based upon the Leverage Ratio as of the most recent
     determination date:

<TABLE>
<CAPTION>
                               Tranche B Facility   Tranche B Facility Loan
       Leverage Ratio:           Loan ABR Spread      Eurocurrency Spread
       ---------------         ------------------   -----------------------
<S>                            <C>                  <C>
         Category 1                   0.75%                  1.75%
     Greater than 1.00:1

         Category 2                   0.50%                  1.50%
Equal to or less than 1.00:1
</TABLE>

          (b) for any day with respect to any Eurocurrency Loan that is a
     Revolving Facility Loan and any ABR Loan that is a Revolving Facility Loan,
     the applicable margin per annum set forth below under the caption
     "Revolving Facility Loan ABR Spread" and "Revolving Facility Loan
     Eurocurrency Spread," as applicable, based upon the Leverage Ratio as of
     the most recent determination date:

<TABLE>
<CAPTION>
                                   Revolving Facility   Revolving Facility Loan
         Leverage Ratio:             Loan ABR Spread      Eurocurrency Spread
         ---------------           ------------------   -----------------------
<S>                                <C>                  <C>
           Category 1                     1.50%                  2.50%
       Greater than 3.25:1

           Category 2                     1.25%                  2.25%
Equal to or less than 3.25:1 but
       greater than 2.75:1

           Category 3                     1.00%                  2.00%
Equal to or less than 2.75:1 but
       greater than 2.25:1
</TABLE>


                                       -4-

<PAGE>

<TABLE>
<CAPTION>
                                   Revolving Facility   Revolving Facility Loan
         Leverage Ratio:             Loan ABR Spread      Eurocurrency Spread
         ---------------           ------------------   -----------------------
<S>                                <C>                  <C>
           Category 4                     0.75%                  1.75%
Equal to or less than 2.25:1 but
       greater than 1.50:1

           Category 5                     0.50%                  1.50%
  Equal to or less than 1.50:1
</TABLE>

          For purposes of the foregoing, (1) the Leverage Ratio shall be
     determined as of the end of each fiscal quarter of Holdings' fiscal year
     based upon the consolidated financial information of Holdings and the
     Subsidiaries delivered pursuant to Section 5.04(a) or (b) and (2) each
     change in the Applicable Margin resulting from a change in the Leverage
     Ratio shall be effective during the period commencing on and including the
     first Business Day after the date of delivery to the Administrative Agent
     of such consolidated financial information indicating such change and
     ending on the date immediately preceding the effective date of the next
     such change; provided that until the Trigger Date, the Leverage Ratio shall
     be deemed to be (x) in the case of clause (a) above, Category 1 with
     respect to the Tranche B Term Loans and (y) in the case of clause (b)
     above, Category 3 with respect to the Revolving Facility Loans and;
     provided, further, that, in the case of each of clause (a) and (b) above,
     the Leverage Ratio shall be deemed to be in Category 1 at the option of the
     Administrative Agent or the Majority Lenders under the Revolving Facility,
     at any time during which Holdings fails to deliver the consolidated
     financial information when required to be delivered pursuant to Section
     5.04(a) or (b), during the period from the expiration of the time for
     delivery thereof until such consolidated financial information is
     delivered.

          "Applicant Party" shall mean, with respect to any Letter of Credit
issued hereunder, the applicable Loan Party requesting issuance of such Letter
of Credit.

          "Approved Fund" shall have the meaning assigned to such term in
Section 9.04(b).

          "Asset Acquisition" shall mean any Permitted Business Acquisition, the
aggregate consideration for which exceeds $25.0 million.

          "Asset Disposition" shall mean any sale, transfer or other disposition
by Holdings or any of the Subsidiaries to any person other than Holdings or any
Subsidiary to the extent otherwise permitted hereunder of any asset or group of
related assets (other than inventory or other assets sold, transferred or
otherwise disposed of in the ordinary course of business) in one or a series of
related transactions, the Net Proceeds from which exceed $25.0 million.

          "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent and the Borrower (if required by such assignment and acceptance), in the
form of Exhibit A or such other form as shall be approved by the Administrative
Agent.


                                       -5-

<PAGE>

          "Availability Period" shall mean the period from and including the
Closing Date to but excluding the earlier of
the Revolving Facility Maturity Date and in the case of each of the Revolving
Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline
Borrowings, and Letters of Credit, the date of termination of the Revolving
Facility Commitments.

          "Available Unused Commitment" shall mean, with respect to a Revolving
Facility Lender at any time, an amount
equal to the amount by which (a) the Revolving Facility Commitment of such
Revolving Facility Lender at such time exceeds (b) the Revolving Facility Credit
Exposure of such Revolving Facility Lender at such time.

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

          "Borrower" shall have the meaning assigned to it in the recitals
hereof.

          "Borrowing" shall mean a group of Loans of a single Type under a
single Facility and made on a single date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect.

          "Borrowing Minimum" shall mean (a) in the case of an ABR Revolving
Facility Borrowing, $1.0 million, (b) in the case of a Eurocurrency Revolving
Facility Borrowing, $5.0 million, and (c) in the case of a Swingline Borrowing,
$500,000.

          "Borrowing Multiple" shall mean (a) in the case of a Revolving
Facility Borrowing $1.0 million as applicable and (b) in the case of a Swingline
Borrowing, $500,000.

          "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 C-1.

          "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the
London interbank market.

          "Capital Expenditures" shall mean, for any person in respect of any
period, the aggregate of all expenditures incurred by such person during such
period that, in accordance with GAAP, are or should be included in "additions to
property, plant or equipment" or similar items reflected in the statement of
cash flows of such person; provided, however, that Capital Expenditures for
Holdings and the Subsidiaries shall not include:

          (a) expenditures to the extent they are made with proceeds of the
     issuance of Equity Interests of Holdings (or with the proceeds of the
     issuance of Equity Interests of ANR, Inc. that are contributed to Holdings
     or the Subsidiaries) after the Closing Date,

          (b) expenditures of proceeds of insurance settlements, condemnation
     awards and other settlements in respect of lost, destroyed, damaged or
     condemned assets, equipment or other property to the extent such
     expenditures are made to replace or repair such lost, destroyed, damaged or
     condemned assets, equipment or other property or


                                       -6-

<PAGE>

     otherwise to acquire, maintain, develop, construct, improve, upgrade or
     repair assets or properties useful in the business of the Borrower and the
     Subsidiaries within 12 months of receipt of such proceeds,

          (c) interest capitalized during such period,

          (d) expenditures that are accounted for as capital expenditures of
     such person and that actually are paid for by a third party (excluding
     Holdings or any Subsidiary thereof) and for which neither Holdings nor any
     Subsidiary thereof has provided or is required to provide or incur,
     directly or indirectly, any consideration or obligation to such third party
     or any other person (whether before, during or after such period),

          (e) the book value of any asset owned by such person prior to or
     during such period to the extent that such book value is included as a
     capital expenditure during such period as a result of such person reusing
     or beginning to reuse such asset during such period without a corresponding
     expenditure actually having been made in such period, provided that (i) any
     expenditure necessary in order to permit such asset to be reused shall be
     included as a Capital Expenditure during the period that such expenditure
     actually is made and (ii) such book value shall have been included in
     Capital Expenditures when such asset was originally acquired,

          (f) the purchase price of equipment purchased during such period to
     the extent the consideration therefor consists of any combination of (i)
     used or surplus equipment traded in at the time of such purchase and (ii)
     the proceeds of a concurrent sale of used or surplus equipment, in each
     case, in the ordinary course of business,

          (g) Investments in respect of a Permitted Business Acquisition, or

          (h) the purchase price of equipment that is purchased substantially
     contemporaneously with the trade-in of existing equipment to the extent
     that the gross amount of such purchase price is reduced by the credit
     granted by the seller of such equipment for the equipment being traded in
     at such time.

          "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, for purposes hereof, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with GAAP.

          "Cash Interest Expense" shall mean, with respect to Holdings and the
Subsidiaries on a consolidated basis, 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
Holdings and the Subsidiaries for such period, net of cash interest income, in
each case determined on a consolidated basis in accordance with GAAP; provided,
that Cash Interest Expense shall exclude any one-time financing fees paid in
connection with the Transactions or any amendment of this Agreement or upon
entering into a Permitted Receivables Financing. For purposes of the foregoing,
cash interest expense shall be determined after giving


                                       -7-

<PAGE>

effect to any net payments made or received by Holdings or any Subsidiary with
respect to interest rate Swap Agreements.

          "Change in Control" shall mean:

          (a) at any time, (i) ANR, Inc. shall fail to own, directly or
     indirectly, beneficially and of record, 100% of the issued and outstanding
     Equity Interests of Holdings, (ii) Holdings shall fail to beneficially own,
     directly or indirectly, 100% of the issued and outstanding Equity Interests
     of the Borrower, (iii) a majority of the seats (other than vacant seats) on
     the board of directors of ANR, Inc. shall at any time be occupied by
     persons who were neither (A) nominated by the board of directors of ANR,
     Inc. or a Permitted Holder, (B) appointed by directors so nominated nor (C)
     appointed by a Permitted Holder or (iv) a "Change in Control" shall occur
     under the Senior Note Indenture or under any Permitted Senior Debt
     Securities; or

          (b) any person (other than a Permitted Holder) or group (within the
     meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date
     ("Rule 13d-5"), other than any combination of the Permitted Holders, shall
     own beneficially (within the meaning of Rule 13d-5), directly or
     indirectly, in the aggregate Equity Interests representing 35% or more of
     the aggregate ordinary voting power represented by the issued and
     outstanding Equity Interests of Holdings or ANR, Inc., and the Permitted
     Holders own beneficially, directly or indirectly, a smaller percentage of
     such ordinary voting power at such time than the Equity Interests owned by
     such other person or group.

          "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the Closing Date, (b) any change in law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's or Issuing Bank's holding company, if any) with any written request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Closing Date.

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

          "Citibank" means Citibank, N.A., a national banking association.

          "Closing Date" means the first date on which any Loan is made or any
Letter of Credit is Issued.

          "Closing Date Revolving Facility Borrowings" shall mean Revolving
Facility Borrowings made on the Closing Date in accordance with Sections 3.11
and 5.08.

          "Co-Documentation Agents" shall have the meaning assigned to such term
in the introductory paragraph to this Agreement.

          "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.


                                       -8-

<PAGE>

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

          "Collateral" shall mean all the "Collateral" as defined in any
Security Document and shall also include the Mortgaged Properties.

          "Collateral Agent" shall have the meaning given to such term in the
introductory paragraph of this Agreement.

          "Collateral and Guarantee Requirement" shall mean the requirement
that:

          (a) on the Closing Date, the Collateral Agent shall have received from
     Holdings, the Borrower and each Domestic Subsidiary Loan Party a
     counterpart of the Guarantee and Collateral Agreement duly executed and
     delivered on behalf of such person;

          (b) on the Closing Date, the Collateral Agent shall have received all
     the issued and outstanding certificated Equity Interests of (i) the
     Borrower, (ii) each Domestic Subsidiary Loan Party and (iii) any other
     Domestic Subsidiary owned on the Closing Date directly by or on behalf of
     Holdings or any Domestic Subsidiary Loan Party, (in each case, after giving
     effect to the Acquisition) except to the extent that a pledge of such
     Equity Interests would violate applicable law or a contractual obligation
     binding upon such Equity Interests as of the Closing Date, including the
     prohibitions in the contractual provisions of Dominion Terminal Associates
     and for so long as such restriction exists; and the Collateral Agent shall
     have received all certificates or other instruments (if any) representing
     such Equity Interests, together with stock powers or other instruments of
     transfer with respect thereto endorsed in blank;

          (c) in the case of any person that becomes a Domestic Subsidiary Loan
     Party after the Closing Date, the Collateral Agent shall have received (i)
     a supplement to the Guarantee and Collateral Agreement, in the form
     specified therein, duly executed and delivered on behalf of such Domestic
     Subsidiary Loan Party and (ii) if such Subsidiary owns Equity Interests of
     a Foreign Subsidiary that, as a result the law of the jurisdiction of
     organization of such Foreign Subsidiary, cannot be pledged under local
     applicable law to the Collateral Agent under the Guarantee and Collateral
     Agreement, a foreign pledge agreement with respect to such Equity Interests
     (provided that in no event shall more than 65% of the issued and
     outstanding Equity Interests of any Foreign Subsidiary be pledged to secure
     Obligations), duly executed and delivered on behalf of such Subsidiary;

          (d) after the Closing Date, all the outstanding Equity Interests of
     (i) any person that becomes a Domestic Subsidiary Loan Party after the
     Closing Date and (ii) subject to Section 5.09(f), all the Equity Interests
     that are acquired by a Loan Party after the Closing Date, shall have been
     pledged pursuant to the Guarantee and Collateral Agreement, as applicable
     (provided that in no event shall more than 65% of the issued and
     outstanding Equity Interests of any Foreign Subsidiary be pledged to secure
     Obligations), and the Collateral Agent shall have received all certificates
     or other instruments (if any) representing such Equity Interests, together
     with stock powers or other instruments of transfer with respect thereto
     endorsed in blank;


                                       -9-

<PAGE>

          (e) all Indebtedness of Holdings, the Borrower and each other
     Subsidiary having an aggregate principal amount in excess of $10.0 million
     (other than intercompany current liabilities incurred in the ordinary
     course of business in connection with the cash management operations of
     Holdings and its Subsidiaries) that is owing to any Loan Party shall be
     evidenced by a promissory note or an instrument and shall have been pledged
     pursuant to the Guarantee and Collateral Agreement, and the Collateral
     Agent shall have received all such promissory notes or instruments,
     together with note powers or other instruments of transfer with respect
     thereto endorsed in blank;

          (f) all documents and instruments, including UCC financing statements,
     required by law or reasonably requested by the Collateral Agent to be
     filed, registered or recorded to create the Liens intended to be created by
     the Security Documents (in each case, including any supplements thereto)
     and perfect such Liens to the extent required by, and with the priority
     required by, the Security Documents, shall have been filed, registered or
     recorded or delivered to the Collateral Agent for filing, registration or
     the recording concurrently with, or promptly following, the execution and
     delivery of each such Security Document;

          (g) each Loan Party shall have obtained all consents and approvals
     required to be obtained by it in connection with the execution and delivery
     of all Security Documents (or supplements thereto) to which it is a party
     and the granting by it of the Liens thereunder and the performance of its
     obligations thereunder; and

          (h) the Collateral Agent shall receive from the applicable Loan
     Parties the following documents and instruments relating to each Initial
     Mortgaged Property and each after acquired Material Real Property to be
     encumbered by an Additional Mortgage pursuant to Section 5.09, on the
     Closing Date, in the case of Initial Mortgaged Property, and on the date
     specified in Section 5.09, in the case of such after acquired Material Real
     Property), (i) a Mortgage substantially in the form of Exhibit D duly
     authorized and executed, in form for recording in the recording office of
     each jurisdiction where the Initial Mortgaged Property or such after
     acquired Material Real Property to be encumbered thereby is situated, in
     favor of the Collateral Agent, for its benefit and the benefit of the
     Secured Parties, together with such other instruments as shall be necessary
     or appropriate (in the judgment of the Collateral Agent) to create a Lien
     under applicable law, all of which shall be in form and substance
     reasonably satisfactory to the Collateral Agent, which Mortgage and other
     instruments shall be effective to create and/or maintain a first priority
     Lien on such Initial Mortgaged Property or such after acquired Material
     Real Property, as the case may be, subject to (w) Section 5.09(f) with
     respect to leased Material Real Property, (x) Prior Liens applicable to
     such Initial Mortgaged Property or such after acquired Material Real
     Property, as the case may be, (y) Permitted Encumbrances and (z) the
     inability of the Loan Parties to grant a security interest in unrecorded
     Real Property; (ii) policies or certificates of insurance of the type
     required by Section 5.02, (iii) evidence satisfactory to the Agents of
     payment by the Borrower of all search and examination charges, mortgage
     recording taxes and related charges, and (iv) all such other items as shall
     be reasonably necessary in the opinion of counsel to the Agents to create a
     valid perfected first priority mortgage Lien on such Initial Mortgaged
     Property.

          "Commitment Fee" shall have the meaning assigned to such term in
Section 2.12(a).


                                      -10-

<PAGE>

          "Commitments" shall mean (a) with respect to any Lender, such Lender's
Revolving Facility Commitment and Tranche B Term Loan Commitment and (b) with
respect to the Swingline Lender, its Swingline Commitment, as applicable.

          "Communications" shall have the meaning assigned to such term in
Section 9.17.

          "Consolidated Adjusted Debt" on any date shall mean Consolidated Debt
of Holdings and its Subsidiaries minus the aggregate amount of Unrestricted Cash
and Cash Equivalents of the Loan Parties.

          "Consolidated Debt" at any date shall mean (without duplication) all
Indebtedness consisting of Capital Lease Obligations, Indebtedness for borrowed
money (other than letters of credit to the extent undrawn) and Indebtedness in
respect of the deferred purchase price of property or services of Holdings and
its Subsidiaries determined on a consolidated basis on such date plus any
Receivables Net Investment.

          "Consolidated Net Income" shall mean, for any period, the net income
or loss before cumulative effect of change of accounting of Holdings 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 Holdings or any Subsidiary or the date that such person's
assets are acquired by Holdings 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 Holdings or a wholly
owned Subsidiary by such person during such period, and (d) any extraordinary
gains or losses .

          "Consolidated Total Assets" shall mean, as of any date, the total
assets of Holdings and the consolidated Subsidiaries, determined in accordance
with GAAP, as set forth on the consolidated balance sheet of Holdings as of such
date.

          "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 "Controlling" and "Controlled" shall have meanings correlative
thereto.

          "Credit Event" shall have the meaning assigned to such term in Article
IV.

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

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

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


                                      -11-

<PAGE>

          "Domestic Subsidiary Loan Party" or "Subsidiary Loan Party" shall mean
(A) each Wholly Owned Subsidiary of Holdings (other than the Borrower) that is
not (a) a Foreign Subsidiary or (b) a Special Purpose Receivables Subsidiary and
(B) each Domestic Subsidiary of Holdings or the Subsidiaries that guarantees any
Indebtedness of Holdings or any of the Subsidiaries.

          "EBITDA" shall mean, with respect to Holdings and the Subsidiaries on
a consolidated basis, 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) Cash Interest Expense of Holdings and
the Subsidiaries for such period, (ii) provision (net of any benefits) 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 of Equity Interests, Permitted
Acquisition, 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 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 (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.

          "Environment" shall mean ambient and indoor air, surface water and
groundwater (including potable and non-potable water, navigable and
non-navigable water and wetlands), the land surface or subsurface strata,
natural resources such as flora and fauna, the workplace or as otherwise defined
in any Environmental Law.

          "Environmental Law" shall mean collectively, all laws, including
common law, that relate to (a) the prevention, abatement or elimination of
pollution, or the protection of the Environment, or of natural resources,
including (i) to the extent so related, Mining Laws (other than the Mine Safety
and Health Act (30 U.S.C. Section 801 et seq.)), and (ii) all Reclamation Laws,
and (b) the generation, handling, treatment, storage, disposal or transportation
of, the regulation of or exposure to Hazardous Materials, including the
Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C.
Sections 9601 et seq., the Endangered Species Act, 16 U.S.C. Sections 1531 et
seq., the Federal Land Policy and Management Act, 43 U.S.C. Sections 1701 et
seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Sections 6901 et seq., the Clean Air Act, 42
U.S.C. Sections 7401 et. seq., the Clean Water Act, 33 U.S.C. Sections 1251 et
seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., the
Emergency Planning and Community Right to Know Act, 42 U.S.C. Sections 11001 et
seq., each as amended, and their state or local counterparts or equivalents.

          "Environmental Permits" means any and all permits, licenses,
registrations, notifications, exemptions and any other authorization required
under any applicable Environmental Law by the Borrower or any Subsidiary.


                                      -12-

<PAGE>

          "Equity Interests" of any person shall mean any and all shares,
interests, rights to purchase, warrants, options, participation or other
equivalents of or interests in (however designated) equity of such person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

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

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

          "ERISA Event" shall mean (a) any Reportable Event; (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan, the failure to make by its due date a required installment under Section
412(m) of the Code with respect to any Plan, or the failure to make any required
contribution to a Multiemployer Plan that are not paid within thirty (30) days
after being notified of the delinquency; (d) the incurrence by Holdings, the
Borrower, any other Subsidiary or any ERISA Affiliate of any liability under
Title IV of ERISA; (e) the receipt by Holdings, the Borrower, any other
Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or to appoint a trustee to
administer any Plan under Section 4042 of ERISA, or the occurrence of any event
or condition which could be reasonably be expected to constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan; (f) the incurrence by Holdings, the Borrower, any other Subsidiary or any
ERISA Affiliate of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings, the
Borrower, any other Subsidiary or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from Holdings, the Borrower, a Subsidiary or
any ERISA Affiliate 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; or (h)
the occurrence of a nonexempt prohibited transaction (within the meaning of
Section 4975 of the Code or Section 406 of ERISA) which could reasonably be
expected to result in liability to Holdings, the Borrower or any other
Subsidiary.

          "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

          "Eurocurrency Loan" shall mean any Eurocurrency Term Loan or
Eurocurrency Revolving Loan.

          "Eurocurrency Revolving Facility Borrowing" shall mean a Borrowing
comprised of Eurocurrency Revolving Loans.

          "Eurocurrency Revolving Loan" shall mean any Revolving Facility Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.


                                      -13-

<PAGE>

          "Eurocurrency Term Loan" shall mean any Term Loan bearing interest at
a rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

          "Event of Default" shall have the meaning assigned to such term in
Section 7.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Excluded Indebtedness" shall mean all Indebtedness permitted to be
incurred under Section 6.01 (other than Section 6.01(o) and (s)(y)(ii)).

          "Excluded Taxes" shall mean, with respect to the Agents, any Lender,
any Issuing Bank or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any lender, in which its applicable lending office is
located, (b) any branch profits tax or any similar tax that is imposed by any
jurisdiction described in clause (a) above and (c) in the case of a Lender
making a Loan to the Borrower (other than an assignee pursuant to a request by
the Borrower under Section 2.19(b)), any withholding tax imposed by the United
States that is in effect and would apply to amounts payable hereunder to such
Lender at the time such Lender becomes a party to such Loan (or designates a new
lending office) or is attributable to such Lender's failure to comply with
Section 2.17(e) with respect to such Loan except to the extent that such 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 a Loan Party
with respect to any withholding tax pursuant to Section 2.17(a) or Section
2.17(c).

          "Existing Agent" shall have the meaning assigned to such term in the
recitals hereto.

          "Existing Lenders" shall have the meaning assigned to such term in the
recitals hereto.

          "Existing Credit Agreement" shall have the meaning assigned to such
term in the recitals hereto.

          "Facility" shall mean the respective facility and commitments utilized
in making Loans and credit extensions hereunder, it being understood that as of
the date of this Agreement there are two Facilities, i.e., the Tranche B
Facility and the Revolving Facility.

          "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next
preceding 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 such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.


                                      -14-

<PAGE>

          "Fee Letter" shall mean that certain Fee Letter dated September 23,
2005 by and among the Borrower, the Administrative Agent, the Joint Lead
Arrangers and UBS Loan Finance LLC.

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

          "Financial Officer" of any person shall mean the Chief Financial
Officer, principal accounting officer, Treasurer, Assistant Treasurer or
Controller of such person.

          "Financial Performance Covenants" shall mean the covenants of Holdings
set forth in Sections 6.11 and 6.12.

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

          "Flow Through Entity" shall mean an entity that is treated as a
partnership not taxable as a corporation, a grantor trust or a disregarded
entity for United States federal income tax purposes or subject to treatment on
a comparable basis for purposes of state, local or foreign tax law.

          "Foreign Lender" shall mean any Lender that is organized under the
laws of a jurisdiction other than the United States of America. 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 incorporated or
organized under the laws of any jurisdiction other than the United States of
America, any State thereof or the District of Columbia.

          "Fund Affiliate" shall mean (i) each Affiliate of the Funds that is
neither a portfolio company nor a company controlled by a portfolio company and
(ii) each general partner of the Funds or any Fund Affiliate who is a partner or
employee of the Funds.

          "Fund Distributions" shall mean distributions declared by ANR
Holdings, LLC and assumed by ANR, Inc. in connection with its internal
restructuring on February 11, 2005, which distributions are payable to the Funds
and Fund Affiliates in respect of the approximate incremental tax resulting from
the recognition of additional tax liability resulting from such internal
restructuring, in an aggregate amount following the Closing Date not to exceed
$7.0 million.

          "Funds" shall mean First Reserve and AMCI.

          "GAAP" shall mean generally accepted accounting principles in effect
from time to time in the United States, applied on a consistent basis, subject
to the provisions of Section 1.02.

          "Governmental Authority" shall mean any federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
or legislative body.


                                      -15-

<PAGE>

          "Guarantee" of or by any person (the "guarantor") shall mean (a) any
obligation, contingent or otherwise, of the guarantor 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 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 (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or- pay or otherwise) 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 thereof, (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) entered into for the purpose of assuring
in any other manner the holders of such Indebtedness or other obligation of the
payment thereof or to protect such holders against loss in respect thereof (in
whole or in part) or (v) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or other obligation,
or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any
existing right, contingent or otherwise, of the holder of Indebtedness to be
secured by such a Lien) of any other person, whether or not such Indebtedness or
other obligation is assumed by the guarantor; provided, however, that the term
"Guarantee" shall not include endorsements for collection or deposit, in either
case in the ordinary course of business, or customary and reasonable indemnity
obligations in effect on the Closing Date or entered into in connection with any
acquisition or disposition of assets permitted under this Agreement.

          "Guarantee and Collateral Agreement" shall mean the Guarantee and
Collateral Agreement, as amended, supplemented or otherwise modified from time
to time, in the form of Exhibit E, among Holdings, the Borrower, each Domestic
Subsidiary Loan Party and the Collateral Agent.

          "Hazardous Materials" shall mean all pollutants, contaminants, wastes,
chemicals, materials, substances and constituents, including explosive or
radioactive substances or petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls or radon gas, of any
nature, in each case subject to regulation or which can give rise to liability
under any Environmental Law.

          "Holdings" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

          "Improvements" shall have the meaning assigned to such term in the
Mortgages.

          "Increased Amount Date" shall have the meaning assigned to such term
in Section 2.21.

          "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money, (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 purchased by such person, (d) all
obligations of such person issued or assumed as the deferred purchase price of
property or services (other than current trade liabilities and current
intercompany liabilities (but not any refinancings, extensions, renewals or
replacements thereof) incurred in the ordinary course of


                                      -16-

<PAGE>

business and maturing within 365 days after the incurrence thereof), (e) all
Guarantees by such person of Indebtedness of others, (f) all Capital Lease
Obligations of such person, (g) all payments that such person would have to make
in the event of an early termination, on the date Indebtedness of such person is
being determined, in respect of outstanding Swap Agreements, (h) the principal
component of all obligations, contingent or otherwise, of such person as an
account party in respect of letters of credit and (i) the principal component of
all obligations of such person in respect of bankers' acceptances. The
Indebtedness of any person shall include the Indebtedness of any partnership in
which such person is a general partner, other than to the extent that the
instrument or agreement evidencing such Indebtedness expressly limits the
liability of such person in respect thereof. To the extent not otherwise
included, Indebtedness shall include the amount of any Permitted Receivables
Financing.

          "Indemnified Taxes" shall mean all Taxes other than Excluded Taxes.

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

          "Information Memorandum" shall mean the Confidential Information
Memorandum dated October, 2005, as modified or supplemented prior to the Closing
Date.

          "Initial Mortgaged Properties" shall mean those Material Real
Properties owned or leased by a Loan Party on the Closing Date (after giving
effect to the Acquisition), which are listed on Schedule 3.07(c).

          "Installment Date" shall mean a Tranche B Installment Date.

          "Installment Notes" shall mean the short-term senior unsecured
installment notes in an aggregate principal amount not exceeding $221.0 million,
issued by a Subsidiary of the Borrower to the Sellers of the Acquired Business
pursuant to the Acquisition Agreements.

          "Interest Coverage Ratio" shall have the meaning assigned to such term
in Section 6.11.

          "Interest Election Request" shall mean a request by the Borrower to
convert or continue a Term Borrowing or Revolving Facility Borrowing in
accordance with Section 2.07.

          "Interest Payment Date" shall mean (a) with respect to any
Eurocurrency 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 Eurocurrency
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 and, in addition, the
date of any refinancing or conversion of such Borrowing with or to a Borrowing
of a different Type, (b) with respect to any ABR Loan, the last day of each
calendar quarter and (c) with respect to any Swingline Loan, the day that such
Swingline Loan is required to be repaid pursuant to Section 2.09(a).

          "Interest Period" shall mean, as to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as
applicable, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, or the date any


                                      -17-

<PAGE>

Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with
Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11;
provided, unless the Administrative Agent shall otherwise agree, that prior to
the 31st day after the Closing Date, with respect to Tranche B Term Borrowings
the Borrower shall only be permitted to request Interest Periods of seven days;
provided further, however, that 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. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

          "Internal Restructuring" shall mean the series of internal
restructuring transactions completed on February 11, 2005, pursuant to which
ANR, Inc. succeeded to the business and became the indirect parent entity of ANR
Holdings, LLC.

          "Issuing Bank" shall mean Citibank, UBS AG, Stamford Branch, Bank of
America, N.A, Branch Banking & Trust Company, PNC Bank, National Association and
each other Issuing Bank designated pursuant to Section 2.05(k), in each case in
its capacity as an issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Section 2.05(i). An Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such 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 have the meaning assigned to such term in
Section 2.12(b).

          "Joint Lead Arrangers" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "L/C Disbursement" shall mean a payment or disbursement made by an
Issuing Bank pursuant to a Letter of Credit, including, for the avoidance of
doubt, a payment or disbursement made by an Issuing Bank pursuant to a Letter of
Credit upon or following the reinstatement of such Letter of Credit.

          "L/C Participation Fee" shall have the meaning assigned such term in
Section 2.12(b).

          "L/C Request" shall mean a request by the Borrower in accordance with
the terms of Section 2.05 and substantially in the form of Exhibit C-3.

          "Lender" shall mean each financial institution listed on Schedule
2.01, as well as any person that becomes a "Lender" hereunder pursuant to
Section 9.04.

          "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing, to
acquire participations in a Swingline Loan pursuant to Section 2.04 or to fund
its portion of any unreimbursed payment under Section 2.05(e), or (ii) a Lender
having notified in writing the Borrower and/or the Administrative Agent that it
does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06.

          "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.05.


                                      -18-

<PAGE>

          "Leverage Ratio" shall mean, on any date, the ratio of (a)
Consolidated Adjusted Debt as of such date to (b) EBITDA for the period of four
consecutive fiscal quarters of Holdings most recently ended as of such date, all
determined on a consolidated basis in accordance with GAAP; provided that to the
extent any Asset Disposition or any Asset Acquisition (or any similar
transaction or transactions that require a waiver or a consent of the Required
Lenders pursuant to Section 6.04 or Section 6.05) or incurrence or repayment of
Indebtedness (excluding normal fluctuations in revolving Indebtedness incurred
for working capital purposes) has occurred during the relevant Test Period,
EBITDA shall be determined for the respective Test Period on a Pro Forma Basis
for such occurrences.

          "LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in the currency of such Borrowing (as reflected on the
applicable Telerate screen page), 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
average (rounded upward, if necessary, to the next 1/100 of 1%) of the
respective interest rates per annum at which deposits in the currency of such
Borrowing are offered for such Interest Period to major banks in the London
interbank market by Citicorp North America, Inc. at approximately 11:00 a.m.,
London time, on the Quotation Day for such Interest Period.

          "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, hypothecation, pledge, encumbrance, charge or security interest
in or on 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 (other than
securities representing an interest in a joint venture that is not a
Subsidiary), any purchase option, call or similar right of a third party with
respect to such securities.

          "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Security Documents, any promissory note issued under Section 2.09(e) and any
other agreement or document designated by the Borrower and the Administrative
Agent as a "Loan Document."

          "Loan Parties" shall mean Holdings, the Borrower, ANR Holdings, LLC
and each other Domestic Subsidiary Loan Party.

          "Loans" shall mean the Tranche B Term Loans, the Revolving Facility
Loans and the Swingline Loans (and shall include any Replacement Term Loans and
any Loans under the New Revolving Facility Commitments or New Term B
Commitments).

          "Local Time" shall mean New York City time.

          "Majority Lenders" of any Facility shall mean, at any time, Lenders
under such Facility having Loans and unused Commitments representing more than
50% of the sum of all Loans outstanding under such Facility and unused
Commitments under such Facility at such time.

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


                                      -19-

<PAGE>

          "Material Adverse Effect" shall mean the existence of events,
conditions and/or contingencies that have had or would be reasonably expected to
have a materially adverse effect on (a) the business, assets, liabilities,
results of operations or financial condition of Holdings and its Subsidiaries,
taken as a whole, or (b) the validity or enforceability of, or a material
impairment of the material rights, remedies or benefits available to the
Lenders, any Issuing Bank, the Administrative Agent or the Collateral Agent
under, any Loan Document.

          "Material Indebtedness" shall mean Indebtedness (other than Loans and
Letters of Credit) of any one or more of Holdings or any Subsidiary in an
aggregate principal amount exceeding $20.0 million.

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

          "Material Real Property" shall mean any real property (i) in which a
Loan Party owns a fee interest and on which an active preparation plant site or
an active mine site is located or (ii) in which a Loan Party has a leasehold
interest (x) that is subject to an annual minimum royalty in excess of $500,000,
(y) that had an annual production royalty in excess of $750,000 in the
immediately preceding fiscal year or (z) on which an active preparation plant
site or an active mine site is located.

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

          "Mine" means any excavation or opening into the earth now and
hereafter made from which coal or other minerals are or can be extracted on or
from any of the Real Properties in which any Loan Party holds an ownership,
leasehold or other interest.

          "Mining Laws" means any and all applicable federal, state, local and
foreign statutes, laws, regulations, guidance, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions or common law causes of action relating to
mining operations and activities. Mining Laws shall include, but not be limited
to, the Federal Coal Leasing Amendments Act, the Surface Mining Control and
Reclamation Act, all other land reclamation and use statutes and regulations
relating to coal mining, the Federal Coal Mine Health and Safety Act, the Black
Lung Act and the Coal Act, the Mine Safety and Health Act and the Occupational
Safety and Health Act, each as amended, and their state and local counterparts
or equivalents.

          "Mining Lease" shall mean a lease, license or other use agreement
which provides the Borrower or any other Subsidiary the real property and water
rights, other interests in land, including coal, mining and surface rights,
easements, rights of way and options, and rights to timber and natural gas
(including coalbed methane and gob gas) necessary to recover coal from any Mine
(i) currently operated by the Borrower or any other Subsidiary or (ii) part of
any of the Borrower's mine plans. Leases which provide Borrower or any other
Subsidiary the right to construct and operate a preparation plant and related
facilities on the surface of the Real Property containing such reserves shall
also be deemed a Mining Lease.

          "Mining Permits" means any and all permits, licenses, registrations,
notifications, exemptions and any other authorization required under any
applicable Mining Law or otherwise necessary to recover coal from any Mine being
operated by the Borrower or any other Subsidiary.


                                      -20-

<PAGE>

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

          "Mortgaged Properties" shall mean (i) all Initial Mortgaged Properties
which shall be subject to a Mortgage delivered on or prior to the Closing Date,
and (ii) each additional Real Property encumbered by an Additional Mortgage
required to be delivered pursuant to Section 5.09.

          "Mortgages" shall mean the mortgages, deeds of trust, assignments of
leases and rents and other security documents delivered on or prior to the
Closing Date pursuant to Section 4.01(d) or after the Closing Date pursuant to
Section 5.09, as amended, supplemented or otherwise modified from time to time,
with respect to Mortgaged Properties, in the case of Initial Mortgaged
Properties or any after acquired Real Property to be encumbered by an Additional
Mortgage pursuant to Section 5.09, each substantially in the form of Exhibit D,
with such changes thereto as shall be acceptable to the Collateral Agent.

          "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA with respect to which Holdings, the Borrower, any
other Subsidiary or any ERISA Affiliate (a) is making or has an obligation to
make contributions, (b) has within any of the preceding six plan years made or
had an obligation to make contributions or (c) otherwise could incur liability.

          "Net Proceeds" shall mean:

          (a) 100% of the cash proceeds actually received by Holdings or any of
     its Subsidiaries (including any cash payments received by way of deferred
     payment of principal pursuant to a note or installment receivable or
     purchase price adjustment receivable or otherwise and including casualty
     insurance settlements and condemnation awards, but only as and when
     received) from any loss, damage, destruction or condemnation of, or any
     sale, transfer or other disposition (including any sale and leaseback of
     assets and any mortgage or lease of real property) to any person of any
     asset or assets of Holdings or any Subsidiary (other than those pursuant to
     Section 6.05(a), (b), (c), (e), (f), (h), (i), (j), or (m), net of (i)
     attorneys' fees, accountants' fees, investment banking fees, survey costs,
     title insurance premiums, and related search and recording charges,
     transfer taxes, deed or mortgage recording taxes, required debt payments
     and required payments of other obligations relating to the applicable asset
     (other than pursuant hereto or pursuant to the Senior Notes or any
     Permitted Senior Debt Securities), other customary expenses and brokerage,
     consultant and other customary fees actually incurred in connection
     therewith and (ii) Taxes or Tax Distributions paid or payable as a result
     thereof, provided that, except in the case of the sale, transfer or other
     disposition of an asset or group of related assets resulting in Net
     Proceeds in excess of $50.0 million, if no Event of Default exists and
     Holdings shall deliver a certificate of a Responsible Officer of Holdings
     to the Administrative Agent promptly following receipt of any such proceeds
     setting forth Holdings' intention to use any portion of such proceeds, to
     acquire, maintain, develop, construct, improve, upgrade or repair assets
     useful in the business of Holdings and the Subsidiaries, or make
     investments pursuant to Section 6.04(l), in each case within 12 months of
     such receipt, such portion of such proceeds shall not constitute Net
     Proceeds except to the extent (1) not so used within such 12-month period
     and (2) not contracted to be used within such 12 month period and not used
     within 18 months of such receipt, and provided, further, that (x) no
     proceeds realized in a single transaction or series of related transactions
     shall constitute Net Proceeds unless such proceeds shall


                                      -21-

<PAGE>

     exceed $5.0 million and (y) no proceeds shall constitute Net Proceeds in
     any fiscal year until the aggregate amount of all such proceeds in such
     fiscal year shall exceed $10.0 million, and

          (b) 100% of the cash proceeds from the incurrence, issuance or sale by
     Holdings or any Subsidiary of any Indebtedness (other than Excluded
     Indebtedness), net of all taxes and fees (including investment banking
     fees, attorneys' fees and accountants' fees), commissions, costs and other
     expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and
other costs and expenses payable to Holdings or the Borrower or any Affiliate of
either of them shall be disregarded, except for financial advisory fees
customary in type and amount paid to Affiliates of the Funds.

          "New Commitments" shall have the meaning assigned to such term in
Section 2.21.

          "New Lender" shall have the meaning assigned to such term in Section
2.21.

          "New Revolving Facility Commitments" shall have the meaning assigned
to such term in Section 2.21.

          "New Revolving Facility Lender" shall have the meaning assigned to
such term in Section 2.21.

          "New Tranche B Term Commitments" shall have the meaning assigned to
such term in Section 2.21.

          "New Tranche B Term Lender" shall have the meaning assigned to such
term in Section 2.21.

          "New Tranche B Term Loan" shall have the meaning assigned to such term
in Section 2.21.

          "Non-Consenting Lender" shall have the meaning assigned to such term
in Section 2.19(c).

          "Obligations" shall mean all amounts owing to any of the Agents or any
Lender pursuant to the terms of this Agreement or any other Loan Document.

          "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 hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, the Loan Documents, and any and
all interest and penalties related thereto.

          "Participant" shall have the meaning assigned to such term in Section
9.04(c).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.


                                      -22-

<PAGE>

          "Perfection Certificates" shall mean a certificate in the form of
Annex I to the Guarantee and Collateral Agreement or any other form approved by
the Collateral Agent.

          "Permitted Business Acquisition" shall mean any acquisition of all or
substantially all the assets or line of business of (the "Acquired Assets"), or
all the Equity Interests (other than directors' qualifying shares) (the
"Acquired Entity") in, a person or division or line of business of a person (or
any subsequent investment made in a person, division or line of business
previously acquired in a Permitted Business Acquisition) if (a) such acquisition
was not preceded by, or effected pursuant to, an unsolicited or hostile offer;
(b) the target is 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, (c) immediately before and after giving effect thereto: (i) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom; (ii) all transactions related thereto shall be consummated in
accordance with applicable laws; and (iii) (A) Holdings and the Subsidiaries
shall be in compliance, on a Pro Forma Basis after giving effect to such
acquisition or formation, with the Financial Performance Covenants recomputed as
at the last day of the most recently ended fiscal quarter of Holdings and the
Subsidiaries, and Holdings shall have delivered to the Administrative Agent a
certificate of a Responsible Officer of Holdings to such effect, together with
all relevant financial information for such Acquired Entity or Acquired Assets,
and (B) any acquired or newly formed Subsidiary shall not be liable for any
Indebtedness (except for Indebtedness permitted by Section 6.01), (d) the
Administrative Agent shall have received at least five Business Days' prior
notice of such proposed acquisition, and all information and documentation
reasonably requested by the Administrative Agent or any Lender, and (e) if the
applicable Leverage Ratio as of the most recently ended Test Period, after
giving effect to such acquisition and the incurrence of any Indebtedness in
connection therewith on a Pro Forma Basis, is greater than or equal to 1.5 to
1.0, the aggregate consideration paid in connection with such acquisition and
any related acquisitions pursuant to this definition (including any Indebtedness
that is assumed by the Borrower or any Subsidiary in connection with such
acquisition but excluding any consideration in the form of stock of ANR, Inc.,
Holdings or any of its Subsidiaries) shall not exceed in the aggregate $250.0
million (net of any return of capital in respect of such acquisitions).

          "Permitted Encumbrances" shall mean those Liens and other encumbrances
permitted by paragraphs (b), (d), (e), (h), (j), (l) and (v) of Section 6.02,
provided, however, that in the case of those Liens and other encumbrances
described in clause (l) of Section 6.02, in the event any Loan Party shall
constitute the lessor (but not the sublessor) under any such lease or sublease,
no Lien created or permitted to be incurred thereby shall be permitted hereunder
except to the extent such Lien would otherwise constitute a Permitted
Encumbrance.

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

          "Permitted Investments" shall mean:

          (a) direct obligations of the United States of America or any agency
     thereof or obligations guaranteed by the United States of America or any
     agency thereof, in each case with maturities not exceeding two years;

          (b) time deposit accounts, certificates of deposit and money market
     deposits maturing within 180 days of the date of acquisition thereof issued
     by a bank or trust company that is organized under the laws of the United
     States of America, or any state


                                      -23-

<PAGE>

     thereof having capital, surplus and undivided profits in excess of $500.0
     million and whose long-term debt, or whose parent holding company's
     long-term debt, is rated A (or such similar equivalent rating or higher by
     at least one nationally recognized statistical rating organization (as
     defined in Rule 436 under the Securities Act);

          (c) repurchase obligations with a term of not more than 180 days for
     underlying securities of the types described in clause (a) above entered
     into with a bank meeting the qualifications described in clause (b) above;

          (d) commercial paper, maturing not more than one year after the date
     of acquisition, issued by a corporation (other than an Affiliate of the
     Borrower) organized and in existence under the laws of the United States of
     America or any foreign country recognized by the United States of America
     with a rating at the time as of which any investment therein is made of P-1
     (or higher) according to Moody's, or A-1 (or higher) according to S & P;

          (e) securities with maturities of two years or less from the date of
     acquisition issued or fully guaranteed by any State, commonwealth or
     territory of the United States of America, or by any political subdivision
     or taxing authority thereof, and rated at least A by S&P or A by Moody's;

          (f) shares of mutual funds whose investment guidelines restrict 95% of
     such funds' investments to those satisfying the provisions of clauses (a)
     through (e) above;

          (g) money market funds that (i) comply with the criteria set forth in
     Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by
     S&P and Aaa by Moody's and (iii) have portfolio assets of at least $500.0
     million; and

          (h) time deposit accounts, certificates of deposit and money market
     deposits in an aggregate face amount not in excess of 1/2 of 1% of the
     total assets of Holdings and the Subsidiaries, on a consolidated basis, as
     of the end of Holdings' most recently completed fiscal year.

          "Permitted Receivables Documents" shall mean all documents and
agreements evidencing, relating to or otherwise governing a Permitted
Receivables Financing.

          "Permitted Receivables Financing" shall mean one or more transactions
pursuant to which (i) Receivables Assets or interests therein are sold to or
financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such
Special Purpose Receivables Subsidiaries finance their acquisition of such
Receivables Assets or interests therein, or the financing thereof, by selling or
borrowing against such Receivables Assets; provided that (A) recourse to
Holdings or any Subsidiary (other than the Special Purpose Receivables
Subsidiaries) and any obligations or agreements of Holdings or any Subsidiary
(other than the Special Purpose Receivables Subsidiaries) in connection with
such transactions shall be limited to the extent customary for similar
transactions in the applicable jurisdictions (including, to the extent
applicable, in a manner consistent with the delivery of a "true sale"/"absolute
transfer" opinion with respect to any transfer by Holdings or any Subsidiary
(other than a Special Purpose Receivables Subsidiary), and (B) the aggregate
Receivables Net Investment since the Closing Date shall not exceed $75.0 million
at any time.


                                      -24-

<PAGE>

          "Permitted Refinancing Indebtedness" shall mean any Indebtedness
issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund (collectively, to "Refinance"), the
Indebtedness being Refinanced (or previous refinancings thereof constituting
Permitted Refinancing Indebtedness); provided that (a) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon),
(b) the average life to maturity of such Permitted Refinancing Indebtedness is
greater than or equal to that of the Indebtedness being Refinanced, (c) if the
Indebtedness being Refinanced is subordinated in right of payment to the
Obligations under this Agreement, such Permitted Refinancing Indebtedness shall
be subordinated in right of payment to such Obligations on terms at least as
favorable to the Lenders as those contained in the documentation governing the
Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall
have different obligors, or greater guarantees or security, than the
Indebtedness being Refinanced and (e) if the Indebtedness being Refinanced is
secured by any collateral (whether equally and ratably with, or junior to, the
Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be
secured by such collateral (including in respect of working capital facilities
of Foreign Subsidiaries otherwise permitted under this Agreement only, any
collateral pursuant to after-acquired property clauses to the extent any such
collateral secured the Indebtedness being Refinanced) on terms no less favorable
to the Secured Parties than those contained in the documentation governing the
Indebtedness being Refinanced.

          "Permitted Senior Debt Securities" shall mean (i) the Installment
Notes and (ii) unsecured senior (or subordinated) notes issued by the Borrower,
(x) the terms of which do not provide for any scheduled repayment, mandatory
redemption or sinking fund obligation prior to the date which is 91 days
following the Tranche B Maturity Date or the date on which the final maturity of
the Senior Notes occurs (as in effect on the Closing Date), (y) the covenants,
events of default, Subsidiary guarantees and other terms of which (other than
interest rate and redemption premiums), taken as a whole, are not more
restrictive to Holdings and the Subsidiaries than those in the Senior Notes and
(z) of which no Subsidiary of Holdings (other than the Borrower or a Domestic
Subsidiary Loan Party) is an obligor under such notes that is not an obligor
under the Senior Notes.

          "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or
government, individual or family trust, or any agency or political subdivision
thereof.

          "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 Code or Section 302 of ERISA which is maintained or contributed to by
Holdings, the Borrower, any other Subsidiary or any ERISA Affiliate or with
respect to which Holdings, the Borrower or any other Subsidiary could incur
liability (including under Section 4069 of ERISA).

          "Platform" shall have the meaning assigned to such term in Section
9.17(b).

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

          "Presumed Tax Rate" shall mean the highest effective marginal
statutory combined U.S. federal, state and local income tax rate prescribed for
an individual or corporation


                                      -25-

<PAGE>

residing in New York City (taking into account (i) the deductibility of state
and local income taxes for U.S. federal income tax purposes, assuming the
limitation of Section 68(a)(2) of the Code applies and taking into account any
impact of Section 68(f) of the Code, and (ii) the character (long-term or
short-term capital gain, dividend income or other ordinary income) of the
applicable income).

          "primary obligor" shall have the meaning given such term in the
definition of the term "Guarantee."

          "Prior Liens" shall mean Liens which, pursuant to the provisions of
any Security Document, are or may be superior to the Lien of such Security
Document.

          "Pro Forma Basis" shall mean, as to any person, for any events as
described in clauses (i) and (ii) below that occur subsequent to the
commencement of a period for which the financial effect of such events is being
calculated, and giving effect to the events for which such calculation is being
made, such calculation as will give pro forma effect to such events as if such
events occurred on the first day of the four consecutive fiscal quarter period
ended on or before the occurrence of such event (the "Reference Period"):

          (i) in making any determination of EBITDA, pro forma effect shall be
     given to any Asset Disposition and to any Asset Acquisition (or any similar
     transaction or transactions pursuant to Section 6.04 or 6.05 that require a
     waiver or consent of the Required Lenders and such waiver or consent has
     been obtained), in each case that occurred during the Reference Period (or,
     in the case of determinations made pursuant to the definition of the term
     "Asset Acquisition," occurring during the Reference Period or thereafter
     and through and including the date upon which the respective Asset
     Acquisition is consummated); and

          (ii) in making any determination on a Pro Forma Basis, (x) all
     Indebtedness (including Indebtedness incurred or assumed and for which the
     financial effect is being calculated, whether incurred under this Agreement
     or otherwise, but excluding normal fluctuations in revolving Indebtedness
     incurred for working capital purposes in each case, not to finance any
     acquisition) incurred or permanently repaid during the Reference Period
     (or, in the case of determinations made pursuant to the definition of the
     term "Asset Acquisition," occurring during the Reference Period or
     thereafter and through and including the date upon which the respective
     Asset Acquisition is consummated) shall be deemed to have been incurred or
     repaid at the beginning of such period and (y) Consolidated Interest
     Expense attributable to interest on any Indebtedness of such person, for
     which pro forma effect is being given as provided in preceding clause (x),
     bearing floating interest rates shall be computed on a pro forma basis as
     if the rates that would have been in effect during the period for which pro
     forma effect is being given had been actually in effect during such
     periods.

          Pro forma calculations made pursuant to the definition of the term
"Pro Forma Basis" shall be determined in good faith by a Responsible Officer of
Holdings and, for any fiscal period ending on or prior to the first anniversary
of an Asset Acquisition or Asset Disposition (or any similar transaction or
transactions pursuant to Section 6.04 or 6.05 that require a waiver or consent
of the Required Lenders and such waiver or consent has been obtained), may
include adjustments to reflect operating expense reductions and other operating
improvements or synergies reasonably expected to result from such Asset
Acquisition, Asset Disposition or other


                                      -26-

<PAGE>

similar transaction, to the extent that Holdings delivers to the Administrative
Agent (i) a certificate of a Financial Officer of Holdings setting forth such
operating expense reductions and other operating improvements or synergies and
(ii) information and calculations supporting in reasonable detail such estimated
operating expense reductions and other operating improvements or synergies.

          "Projections" shall mean the projections of Holdings and the
Subsidiaries included in the Information Memorandum and any other projections
and any forward-looking statements (including statements with respect to booked
business) of such entities furnished to the Lenders or the Administrative Agent
in writing by or on behalf of Holdings, the Borrower or any of the Subsidiaries
prior to the Closing Date.

          "Quotation Day" shall mean, with respect to any Eurocurrency Borrowing
and any Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in the currency
of such Borrowing for delivery on the first day of such Interest Period. If such
quotations would normally be given by prime banks on more than one day, the
Quotation Day will be the last of such days.

          "Rate" shall have the meaning given such term in the definition of the
term "Type."

          "Real Property" shall mean, collectively, all right, title and
interest of the Borrower or any other Subsidiary (including any leasehold or
mineral estate) in and to any and all parcels of real property owned or operated
by the Borrower or any other Subsidiary, whether by lease, license or other use
agreement, together with, in each case, all Improvements and appurtenant
fixtures (including all preparation plants or other coal processing facilities
and loadout and other transportation facilities), equipment, personal property,
easements and other property and rights incidental to the ownership, lease or
operation thereof.

          "Receivables Assets" shall mean accounts receivable (including any
bills of exchange) and related assets and property from time to time originated,
acquired or otherwise owned by Holdings or any Subsidiary.

          "Receivables Net Investment" shall mean the aggregate cash amount paid
by the lenders or purchasers under any Permitted Receivables Financing in
connection with their purchase of, or the making of loans secured by,
Receivables Assets or interests therein, as the same may be reduced from time to
time by collections with respect to such Receivables Assets or otherwise in
accordance with the terms of the Permitted Receivables Documents; provided,
however, that if all or any part of such Receivables Net Investment shall have
been reduced by application of any distribution and thereafter such distribution
is rescinded or must otherwise be returned for any reason, such Receivables Net
Investment shall be increased by the amount of such distribution, all as though
such distribution had not been made.

          "Reclamation Laws" shall mean all laws relating to mining reclamation
or reclamation liabilities including the Surface Mining Control and Reclamation
Act of 1977, as amended, and applicable Illinois, Kentucky, Pennsylvania, Utah,
West Virginia and Wyoming state laws.

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


                                      -27-

<PAGE>

Virginia limited liability company and, upon consummation of the Acquisition, a
wholly owned subsidiary of the Borrower.

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

          "Reference Period" shall have the meaning assigned to such term in the
definition of the term "Pro Forma Basis."

          "Refinance" shall have the meaning assigned to such term in the
definition of the term "Permitted Refinancing Indebtedness," and "Refinanced"
shall have a meaning correlative thereto.

          "Refinanced Tranche B Term Loans" shall have the meaning assigned to
such term in Section 9.08(e).

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

          "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.

          "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 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 spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing or depositing in, into or onto the Environment.

          "Remaining Present Value" shall mean, as of any date with respect to
any lease, the present value as of such date of the scheduled future lease
payments with respect to such lease, determined with a discount rate equal to a
market rate of interest for such lease reasonably determined at the time such
lease was entered into.

          "Replacement Tranche B Term Loans" shall have the meaning assigned to
such term in Section 9.08(e).

          "Reportable Event" shall mean any reportable event as defined in
Section 4043(c) of ERISA or the regulations issued thereunder, other than those
events as to which the 30-day notice period referred to in Section 4043(c) of
ERISA has been waived, with respect to a Plan.

          "Required Lenders" shall mean, at any time, Lenders having (a) Loans
(other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c)
Swingline Exposures, and (d) Available Unused Commitments, that taken together,
represent more than 50% of the sum of (w) all Loans (other than Swingline Loans)
outstanding, (x) Revolving L/C Exposures, (y)


                                      -28-

<PAGE>

Swingline Exposures, and (z) the total Available Unused Commitments at such
time. The Loans, Revolving L/C Exposures, Swingline Exposures and Available
Unused Commitment of any Defaulting Lender shall be disregarded in determining
Required Lenders at any time.

          "Responsible Officer" of any person shall mean any executive officer,
vice president 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.

          "Revolving Facility" shall mean the Revolving Facility Commitments and
the extensions of credit made hereunder by the Revolving Facility Lenders.

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

          "Revolving Facility Commitment" shall mean, with respect to each
Revolving Facility Lender, the commitment of such Revolving Facility Lender to
make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount
representing the maximum aggregate permitted amount of such Revolving Facility
Lender's Revolving Facility Credit Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased
from time to time pursuant to assignments by or to such Lender under Section
9.04 and (c) increased from time to time pursuant to Section 2.21. The initial
amount of each Revolving Facility Lender's Revolving Facility Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Revolving Facility Lender shall have assumed its Revolving Facility
Commitment, as applicable. The aggregate amount of the Revolving Facility
Commitments on the date hereof is $275.0 million.

          "Revolving Facility Credit Exposure" shall mean, at any time, the sum
of (a) the aggregate principal amount of the Revolving Facility Loans
outstanding at such time, (b) the Swingline Exposure at such time and (c) the
Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of
any Revolving Facility Lender at any time shall be the sum of (a) the aggregate
principal amount of such Revolving Facility Lender's Revolving Facility Loans
outstanding at such time and (b) such Revolving Facility Lender's Revolving
Facility Percentage of the Swingline Exposure and Revolving L/C Exposure at such
time.

          "Revolving Facility Lender" shall mean a Lender with a Revolving
Facility Commitment or with outstanding Revolving Facility Loans (including any
New Revolving Facility Lenders).

          "Revolving Facility Loan" shall mean a Loan made by a Revolving
Facility Lender pursuant to Section 2.01 or a New Revolving Facility Lender
pursuant to Section 2.21. Each Revolving Facility Loan shall be a Eurocurrency
Loan or an ABR Loan.

          "Revolving Facility Maturity Date" shall mean October 26, 2010.

          "Revolving Facility Percentage" shall mean, with respect to any
Revolving Facility Lender, the percentage of the total Revolving Facility
Commitments represented by such Lender's Revolving Facility Commitment. If the
Revolving Facility Commitments have terminated or expired, the Revolving
Facility Percentages shall be determined based upon the Revolving Facility
Commitments most recently in effect, giving effect to any assignments pursuant
to Section 9.04.


                                      -29-

<PAGE>

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

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

          "Sale and Lease-Back Transaction" shall have the meaning assigned to
such term in Section 6.03.

          "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Secured Obligations" shall mean the "Obligations" as defined in the
Guarantee and Collateral Agreement.

          "Secured Parties" shall mean the "Secured Parties" as defined in the
Guarantee and Collateral Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Security Documents" shall mean the Mortgages, the Guarantee and
Collateral Agreement, the Intercompany Lease Agreement and each of the security
agreements, Additional Mortgages and other instruments and documents executed
and delivered pursuant to any of the foregoing or pursuant to Section 5.09.

          "Seller" shall have the meaning assigned to such term in the
respective Acquisition Agreements, except in the case of the Agreement and Plan
of Merger in respect of Premium Energy, in which case "Seller" shall have the
meaning assigned to the term "Shareholder".

          "Senior Note Documents" shall mean the Senior Notes and the Senior
Note Indenture.

          "Senior Note Indenture" shall mean the Indenture dated as of May 18,
2004 under which the Senior Notes were issued, among the Borrower, Alpha Natural
Resources Capital Corp. and certain of the Subsidiaries party thereto and the
trustee named therein from time to time, as in effect on the Closing Date and as
amended, restated, supplemented or otherwise modified from time to time in
accordance with the requirements thereof and of this Agreement.

          "Senior Notes" shall mean the Borrower's 10% Senior Notes due 2012, in
an aggregate principal amount of $175.0 million, issued pursuant to the Senior
Note Indenture and any notes issued by the Borrower in exchange for, and as
contemplated by, the Senior Notes and the related registration rights agreement
with substantially identical terms as the Senior Notes.

          "Special Purpose Receivables Subsidiary" shall mean a direct or
indirect Subsidiary of Holdings established in connection with a Permitted
Receivables Financing for the acquisition of Receivables Assets or interests
therein, and which is organized in a manner


                                      -30-

<PAGE>

intended to reduce the likelihood that it would be substantively consolidated
with Holdings or any of the Subsidiaries (other than Special Purpose Receivables
Subsidiaries) in the event Holdings or any such Subsidiary becomes subject to a
proceeding under the U.S. Bankruptcy Code (or other insolvency law).

          "Statutory Reserves" shall mean, with respect to any currency, any
reserve, liquid asset or similar requirements established by any Governmental
Authority of the United States of America or of the jurisdiction of such
currency or any jurisdiction in which Loans in such currency are made to which
banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to
which interest rates applicable to Loans in such currency are determined.

          "Subordinated Intercompany Debt" shall have the meaning assigned to
such term in Section 6.01(e).

          "subsidiary" shall mean, with respect to any person (herein referred
to as the "parent"), any corporation, partnership, association or other business
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, directly or indirectly, 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.

          "Subsidiary" shall mean, unless the context otherwise requires, a
subsidiary of Holdings.

          "Swap 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,
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 that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of Holdings or any of its Subsidiaries shall be a Swap Agreement.

          "Swingline Borrowing" shall mean a Borrowing comprised of Swingline
Loans.

          "Swingline Borrowing Request" shall mean a request by the Borrower
substantially in the form of Exhibit C-2.

          "Swingline Commitment" shall mean, with respect to each Swingline
Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant
to Section 2.04. The aggregate amount of the Swingline Commitments on the
Closing Date is $40.0 million.

          "Swingline Exposure" shall mean at any time the aggregate principal
amount of all outstanding Swingline Borrowings at such time. The Swingline
Exposure of any Revolving Facility Lender at any time shall mean its Revolving
Facility Percentage of the aggregate Swingline Exposure at such time.


                                      -31-

<PAGE>

          "Swingline Lender" shall mean Citicorp North America, Inc., in its
capacity as a lender of Swingline Loans, and/or any other Revolving Facility
Lender designated as such by the Borrower after the Closing Date that is
reasonably satisfactory to the Borrower and the Administrative Agent and
executes a counterpart to this Agreement as a Swingline Lender.

          "Swingline Loans" shall mean the swingline loans made to the Borrower
pursuant to Section 2.04.

          "Syndication Agent" shall have the meaning assigned to such term in
the introductory paragraph of this Agreement.

          "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).

          "Tax Distributions" shall mean any distributions described in Section
6.06(e).

          "Tax Amount" shall mean, for any period, (i) the aggregate amount of
tax distributions required to be made during such period by ANR Holdings, LLC to
its members in accordance with the tax distribution provisions of the ANR
Holdings Limited Liability Company Agreement that is in effect on the Closing
Date, which tax distributions shall in no event exceed an amount calculated by
assuming the highest marginal federal, state and local tax rate (A) for
individuals in effect for the year assuming residency in New York City, New
York, in the case of tax distributions for periods prior to the Internal
Restructuring, and (B) for corporations in effect for the year with respect to
state and local jurisdictions in which Holdings or its ultimate parent(s) are
liable for any tax amounts in the case of tax distributions for periods
following the Internal Restructuring; provided that such distributions shall be
solely for the purpose of enabling such members or their ultimate parent company
to pay their income tax liability on their respective shares of cumulative
taxable income attributable to the Borrower and the Subsidiaries; provided,
further, that, in the case of clause (B) above, if such distributions exceed
such tax liabilities, then any such excess shall be reasonably promptly
re-contributed back to the Borrower; and (ii) the amount of tax required to be
paid by Holdings or ANR, Inc. directly to taxing authorities in respect of
taxable income attributable to the Borrower and the Subsidiaries and amounts
paid in respect of franchise, capital and other non-income taxes required to be
paid by Holdings or its ultimate parent(s).

          "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties (including stamp duties), deductions, charges (including ad
valorem charges) or withholdings imposed by any Governmental Authority and any
and all interest and penalties related thereto.

          "Term Borrowing" shall mean a Borrowing comprised of Tranche B Term
Loans.

          "Test Period" shall mean, on any date of determination, the period of
four consecutive fiscal quarters of Holdings then most recently ended (taken as
one accounting period).


                                      -32-

<PAGE>

          "Tranche B Facility" shall mean the Tranche B Term Loan Commitments
and the Tranche B Term Loans made hereunder.

          "Tranche B Installment Date" shall have the meaning assigned to such
term in Section 2.10(a).

          "Tranche B Maturity Date" shall mean October 26, 2012.

          "Tranche B Term Borrowing" shall mean a Borrowing comprised of Tranche
B Term Loans.

          "Tranche B Term Lender" shall mean a Lender with a Tranche B Term Loan
Commitment or with outstanding Tranche B Term Loans (including any New Tranche B
Term Lender).

          "Tranche B Term Loan Commitment" shall mean with respect to each
Lender, the commitment of such Lender to make Tranche B Term Loans hereunder
pursuant to Section 2.01, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08, (b) reduced or increased from time to time
pursuant to assignments by or to such Lender under Section 9.04 and (c)
increased from time to time pursuant to Section 2.21. The aggregate amount of
the Tranche B Term Loan Commitments on the Closing Date is $250.0 million.

          "Tranche B Term Loans" shall mean the term loans made by the Lenders
to the Borrower pursuant to Section 2.01 or 2.21 (including New Tranche B Term
Loans).

          "Transaction Documents" shall mean the Acquisition Agreements, the
Installment Notes and the Loan Documents.

          "Transactions" shall mean, collectively, the transactions to occur on
or prior to the Closing Date pursuant to the Transaction Documents, including
(a) the consummation of the Acquisition; (b) the execution and delivery of the
Loan Documents and the initial borrowings hereunder; (c) the issuance of the
Installment Notes; and (d) the payment of all fees and expenses owing in
connection with 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, as amended to the
Closing Date, between Travelers and the Loan Parties, in the case of each of
clause (i) and (ii) as thereafter may be amended, restated, supplemented or
otherwise modified from time to time (subject to any restrictions on such
amendments, restatements, supplements or modifications set forth herein).

          "Trigger Date" shall mean the date of delivery of financial statements
for the first fiscal quarter ending at least six months after the Closing Date.

          "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


                                      -33-

<PAGE>

determined. For purposes hereof, the term "Rate" shall include the Adjusted LIBO
Rate and the Alternate Base Rate.

          "UCC" shall mean (i) the Uniform Commercial Code as in effect in the
applicable state of jurisdiction and (ii) certificate of title or other similar
statutes relating to "rolling stock" or barges as in effect in the applicable
jurisdiction.

          "Unrestricted Cash and Cash Equivalents" shall mean any cash and
Permitted Investments that are free and clear of all Liens (other than Liens in
favor of the Collateral Agent pursuant to the Loan Documents) and that would not
be required to be classified as restricted cash on a balance sheet in accordance
with GAAP.

          "U.S. Bankruptcy Code" shall mean Title 11 of the United States Code,
as amended, or any similar federal or state law for the relief of debtors.

          "U.S. Patriot Act" has the meaning assigned to such term in Section
3.08(c).

          "Wholly Owned Subsidiary" of any person shall mean a subsidiary of
such person, all of the Equity Interests of which (other than directors'
qualifying shares or nominee or other similar shares required pursuant to
applicable law) are owned by such person or one or more Wholly Owned
Subsidiaries of such person.

          "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 set forth or referred
to 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" shall be deemed to be followed by the phrase "without
limitation." 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, any reference in this Agreement to any
Loan Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if Holdings
notifies the Administrative Agent that Holdings requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the
Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies Holdings that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. For purposes of determining compliance
with Section 6.01 through Section 6.10 with respect to any amount in a currency
other than Dollars, such amount shall be determined as of the date of incurrence
thereof, and shall not be affected as a result of fluctuations in currency
values.


                                      -34-

<PAGE>

          SECTION 1.03. Accounting Principles. If any change in the accounting
principles used in the preparation of the most recent financial statements
referred to in Section 5.04 is hereafter required or permitted by the rules,
regulations, pronouncements and opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or any
successors thereto) and such change is adopted by Holdings with the agreement of
Holdings' accountants and results in a change in any of the calculations
required by Sections 6.11 and 6.12 that would not have resulted had such
accounting change not occurred, the parties hereto agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
change such that the criteria for evaluating compliance with such covenants by
Holdings shall be the same after such change as if such change had not been
made; provided, however, that no change in GAAP that would affect a calculation
that measures compliance with any Financial Performance Covenant shall be given
effect until such provisions are amended to reflect such changes in GAAP.

          SECTION 1.04. Effectuation of Transfers. Each of the representations
and warranties of Holdings and the Borrower contained in this Agreement (and all
corresponding definitions) are made after giving effect to the Transactions,
unless the context otherwise requires.

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees:

          (a) in the case of the Tranche B Term Lenders, to make Tranche B Term
Loans to the Borrower on the Closing Date in Dollars in a principal amount not
to exceed its Tranche B Term Loan Commitment, and

          (b) in the case of the Revolving Facility Lenders to (i) make
Revolving Facility Loans denominated in Dollars to the Borrower (ii) and
participate in Letters of Credit issued from time to time during the
Availability Period in an aggregate principal amount that will not result in (A)
such Lender's Revolving Facility Credit Exposure exceeding such Lender's
Revolving Facility Commitment or (B) the Revolving Facility Credit Exposure
exceeding the total Revolving Facility Commitments.

          (c) Notwithstanding any other provision of this Agreement, the
Borrower shall only be permitted to borrow Revolving Facility Loans and request
Letters of Credit that would result in the Revolving Facility Credit Exposure
exceeding (or continuing to exceed) $210,000,000 (the amount of such excess, the
"Excess Revolving Amount"), if (i) a portion of the Revolving Facility Credit
Exposure which is at least equal to such Excess Revolving Amount is in the form
of Letters of Credit (or Revolving Loans made to reimburse L/C Disbursements
with respect to such Letters of Credit) which are issued to support the
performance of statutory or regulatory obligations, or for surety, appeal,
indemnity or performance bonding, warranty or contractual requirements or other
obligations of a like nature incurred in the ordinary course of business or (ii)
such Borrowing or issuance is otherwise permitted (including the Liens on the
Collateral securing all Obligations with respect thereto) pursuant to the terms
of the Senior Note Indenture, and (in the case of this clause (ii)) as shall be
demonstrated in reasonable detail in a


                                      -35-

<PAGE>

certificate of the Borrower delivered, and in form and substance reasonably
satisfactory, to the Administrative Agent prior to each such Borrowing or
issuance.

          (d) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Facility Loans. Amounts repaid or prepaid in respect of Tranche B Term
Loans may not be reborrowed.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans under the same Facility and of the same
Type made by the Lenders ratably in accordance with their respective Commitments
under the applicable Facility (or, in the case of Swingline Loans, in accordance
with their respective Swingline Commitments); provided, however, that Revolving
Facility Loans shall be made by the Revolving Facility Lenders ratably in
accordance with their respective Revolving Facility Percentages on the date such
Loans are made hereunder. The failure of any Lender to make any Loan required to
be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.14, each Borrowing (other than a Swingline
Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the
Borrower may request in accordance herewith. Each Swingline Borrowing shall be
an ABR Borrowing. Each Lender at its option may make any ABR Loan or
Eurocurrency 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 and such Lender shall not be entitled to any amounts
payable under Section 2.15 or 2.17 solely in respect of increased costs
resulting from such exercise and existing at the time of such exercise.

          (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum;
provided that an ABR Revolving Facility Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the Revolving Facility Commitments
or that is required to finance the reimbursement of an L/C Disbursement as
contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount
that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Borrowings of more than one Type and under more than one
Facility may be outstanding at the same time; provided that there shall not at
any time be more than a total of (i) five Eurocurrency Borrowings outstanding
under the Tranche B Facility and (ii) 20 Eurocurrency Borrowings outstanding
under the Revolving Facility.

          (d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Revolving Facility Maturity Date or Tranche B Maturity Date, as applicable.

          SECTION 2.03. Requests for Borrowings. To request a Revolving Facility
Borrowing and/or a Term Borrowing, the Borrower shall notify the Administrative
Agent of such


                                      -36-

<PAGE>

request by telephone (a) in the case of a Eurocurrency Borrowing, not later than
12:00 p.m. (noon), Local Time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

          (i) whether the requested Borrowing is to be a Revolving Facility
     Borrowing;

          (ii) the aggregate amount of the requested Borrowing (expressed in
     Dollars);

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing;

          (v) in the case of a Eurocurrency Borrowing, the initial Interest
     Period to be applicable thereto; and

          (vi) the location and number of the Borrower's account to which funds
     are to be disbursed.

If no election as to the Type of Revolving Facility Borrowing is specified, then
the requested Revolving Facility Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

          SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, each Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (x) the
aggregate principal amount of outstanding Swingline Loans exceeding the
Swingline Commitment or (y) the Revolving Facility Credit Exposure exceeding the
total Revolving Facility Commitments; provided that no Swingline Lender shall be
required to make a Swingline Loan to refinance an outstanding Swingline
Borrowing. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Borrowing the Borrower shall notify the
Administrative Agent and the Swingline Lenders of such request by telephone
(confirmed by a Swingline Borrowing Request by telecopy), not later than 3:00
p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice
and Swingline Borrowing Request shall be irrevocable and shall specify (i) the
requested date (which shall be a Business Day) and (ii) the amount of the
requested Swingline Borrowing (expressed in Dollars). Each Swingline Lender
shall make each Swingline Loan to be made by it hereunder in accordance with
Section 2.02(a)


                                      -37-

<PAGE>

on the proposed date thereof by wire transfer of immediately available funds by
4:00 p.m., Local Time, to the account of the Borrower (or, in the case of a
Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as
provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

          (c) A Swingline Lender may by written notice given to the
Administrative Agent (and to the other Swingline Lenders) not later than 10:00
a.m., Local Time on any Business Day, require the Revolving Facility Lenders to
acquire participations on such Business Day in all or a portion of the
outstanding Swingline Loans made by it. Such notice shall specify the aggregate
amount of such Swingline Loans in which the Revolving Facility Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each such Lender, specifying in such notice such Lender's
Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving
Facility Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent the Swingline Loan
or Loans for the account of the applicable Swingline Lender, such Revolving
Facility Lender's Revolving Facility Percentage of such Swingline Loan or Loans.
Each Revolving Facility Lender acknowledges and agrees that its respective
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 reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Facility Lender shall comply with its obligation under this paragraph
by wire transfer of immediately available funds, in the same manner as provided
in Section 2.06 with respect to Loans made by such Revolving Facility Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the applicable
Swingline Lender the amounts so received by it from the Revolving Facility
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph (c),
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the applicable 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 such Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Facility Lenders that shall have made their payments pursuant to
this paragraph and to such Swingline Lender, as their interests may appear;
provided that any such payment so remitted shall be repaid to such Swingline
Lender or to the Administrative Agent, as applicable, if and to the extent such
payment is required to be refunded to the Borrower for any reason. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.

          SECTION 2.05. Letters of Credit.

          (a) General. Subject to the terms and conditions set forth herein, any
Loan Party may request the issuance of Letters of Credit for its own account in
the form of an L/C Request or another form reasonably acceptable to the
applicable Issuing Bank, at any time and from time to time during the
Availability Period and prior to the date that is five Business Days prior to
the Revolving Facility Maturity Date. In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the
Applicant Party to, or entered into by the


                                      -38-

<PAGE>

Applicant Party with, an Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. Notwithstanding any
provision hereof, no Issuing Bank shall be required to issue any Letter of
Credit to the extent that as a result of such issuance the aggregate face amount
of all outstanding Letters of Credit issued by such Issuing Bank would exceed
the amount set forth adjacent to such Issuing Bank's name on Schedule 2.05(a) or
as otherwise agreed by the Borrower and the applicable Issuing Bank and the
Administrative Agent from time to time.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal (other than an automatic renewal in accordance with paragraph (c) of
this Section) or extension of an outstanding Letter of Credit), the Applicant
Party shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing Bank)
to the applicable Issuing Bank and the Administrative Agent (two Business Days
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, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to issue, amend, renew or extend such Letter of Credit. If requested
by the applicable Issuing Bank, the Applicant Party also shall submit a letter
of credit application on such Issuing Bank's standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension the
Revolving Facility Credit Exposure shall not exceed the total Revolving Facility
Commitments.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (A) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (B) the date
that is five Business Days prior to the Revolving Facility Maturity Date;
provided that any Letter of Credit with a one-year tenor may provide for the
automatic renewal thereof for additional one-year periods (which, in no event,
shall extend beyond the date referred to in clause (B) of this paragraph (c)).

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Revolving
Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility
Lender, and each Revolving Facility Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such Revolving Facility
Lender's Revolving Facility Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Facility Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent in Dollars, for the account of the
applicable Issuing Bank, such Revolving Facility Lender's Revolving Facility
Percentage of each L/C Disbursement made by such Issuing Bank in Dollars not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this
Section 2.05, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees
that its obligation to acquire participations pursuant to


                                      -39-

<PAGE>

this paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or Event of Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

          (e) Reimbursement. If the applicable Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the Borrower and the Applicant
Party (if other than Borrower) shall be jointly and severally liable for
reimbursing such L/C Disbursement by paying to the Administrative Agent an
amount equal to such L/C Disbursement in Dollars, not later than 5:00 p.m., New
York City time, on the Business Day immediately following the date the Borrower
receives notice under paragraph (g) of this Section 2.05 of such L/C
Disbursement, provided that Borrower may, subject to the conditions to borrowing
set forth herein, request in accordance with Section 2.03 or 2.04 that such
payment be financed with an ABR Revolving Facility Borrowing or a Swingline
Borrowing, as applicable, in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Facility Borrowing or Swingline
Borrowing. If the Borrower or the Applicant Party (if other than Borrower) fails
to reimburse any L/C Disbursement when due, then the Administrative Agent shall
promptly notify the applicable Issuing Bank and each other Revolving Facility
Lender of the applicable L/C Disbursement, the payment then due from the
Borrower and, in the case of a Revolving Facility Lender, such Lender's
Revolving Facility Percentage thereof. Promptly following receipt of such
notice, each Revolving Facility Lender shall pay to the Administrative Agent in
Dollars its Revolving Facility Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Facility Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank in Dollars the amounts
so received by it from the Revolving Facility Lenders. Promptly following
receipt by the Administrative Agent of any payment from the Borrower pursuant to
this paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Revolving Facility Lenders have
made payments pursuant to this paragraph to reimburse such Issuing Bank, then to
such Lenders and such Issuing Bank as their interests may appear. Any payment
made by a Revolving Facility Lender pursuant to this paragraph to reimburse an
Issuing Bank for any L/C Disbursement (other than the funding of an ABR
Revolving Loan or a Swingline Borrowing as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such L/C Disbursement.

          (f) Obligations Absolute. The joint and several obligation of the
Borrower and the Applicant Party (if other than Borrower) to reimburse L/C
Disbursements as provided in paragraph (e) of this Section 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 this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the applicable 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 or (iv) 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, or provide a right of setoff


                                      -40-

<PAGE>

against, the Borrower's obligations hereunder. Neither the Administrative Agent,
the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of such Issuing Bank. None of
the foregoing matters referred to in this paragraph (f) shall be construed to
excuse the applicable Issuing Bank from liability to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are
hereby waived to the extent permitted by applicable law) suffered by the
Borrower or the Applicant Party that are determined by a court having
jurisdiction to have been caused by (i) such Issuing Bank's failure to exercise
care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof or (ii) such Issuing Bank's
refusal to issue a Letter of Credit in accordance with the terms of this
Agreement. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the applicable Issuing Bank,
such Issuing Bank shall be deemed to have exercised care in each such
determination and each refusal to issue a Letter of Credit. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
promptly notify the Administrative Agent, the Borrower and the Applicant Party
(if other than the Borrower) by telephone (confirmed by telecopy) of such demand
for payment and whether such Issuing Bank has made or will make a 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 such
Issuing Bank and the Revolving Facility Lenders with respect to any such L/C
Disbursement.

          (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement, then, unless the Borrower or the Applicant Party shall reimburse
such L/C Disbursement in full on the date such L/C Disbursement is made, the
unpaid amount thereof shall bear interest, for each day from and including the
date such L/C Disbursement is made to but excluding the date that the Borrower
or the Applicant Party reimburses such L/C Disbursement, at the rate per annum
then applicable to ABR Revolving Loans; provided that, if such L/C Disbursement
is not reimbursed by the Borrower or the Applicant Party when due pursuant to
paragraph (e) of this Section 2.05, then Section 2.13(c) shall apply; provided,
further, that any L/C Disbursement that is reimbursed after the date such L/C
Disbursement is required to be reimbursed under paragraph (e) of this Section,
(A) be payable in Dollars, (B) bear interest at the rate per annum then
applicable to ABR Revolving Loans and (C) Section 2.13(c) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the applicable
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Facility Lender pursuant to


                                      -41-

<PAGE>

paragraph (e) of this Section to reimburse such Issuing Bank shall be for the
account of such Revolving Facility Lender to the extent of such payment.

          (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at
any time by written agreement among the Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12. From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the replaced
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein 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
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of such
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, (i) in the case of an Event of Default described in Section 7.01(h)
or (i), on the Business Day or (ii) in the case of any other Event of Default,
on the third Business Day, in each case, following the date on which the
Borrower receives notice from the Administrative Agent (or, if the maturity of
the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C
Exposure representing greater than 50% of the total Revolving L/C Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
Dollars in cash equal to the Revolving L/C Exposure as of such date plus any
accrued and unpaid interest thereon; provided that, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of
Section 7.01, the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable
in Dollars, without demand or other notice of any kind. The Borrower also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to
Section 2.11(b) shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement.
The Administrative 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, which investments shall be made at
the option and sole discretion of (i) for so long as an Event of Default shall
be continuing, the Administrative Agent and (ii) at any other time, the
Borrower, in each case, in Permitted Investments and at the risk and expense of
the Borrower, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse each Issuing
Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed
and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the Revolving L/C Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Facility Lenders with Revolving L/C Exposure representing
greater than 50% of the total Revolving L/C Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of


                                      -42-

<PAGE>

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 2.11(b), 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 2.11(b) and no Event of Default shall have occurred and
be continuing.

          (k) Additional Issuing Banks. From time to time, the Borrower may by
notice to the Administrative Agent designate up to three Lenders (in addition to
the Issuing Banks party hereto on the Closing Date) that agree (in their sole
discretion) to act in such capacity and are reasonably satisfactory to the
Administrative Agent as Issuing Banks. Each such additional Issuing Bank shall
execute a counterpart of this Agreement upon the approval of the Administrative
Agent (which approval shall not be unreasonably withheld) and shall thereafter
be an Issuing Bank hereunder for all purposes.

          (l) Reporting. Unless otherwise requested by the Administrative Agent,
each Issuing Bank shall (i) provide to the Administrative Agent copies of any
notice received from the Borrower pursuant to Section 2.05(b) no later than the
next Business Day after receipt thereof and (ii) report in writing to the
Administrative Agent (A) on or prior to each Business Day on which such Issuing
Bank expects to issue, amend, renew or extend any Letter of Credit, the date of
such issuance, amendment, renewal or extension, and the aggregate face amount of
the Letters of Credit to be issued, amended, renewed or extended by it and
outstanding after giving effect to such issuance, amendment, renewal or
extension occurred (and whether the amount thereof changed), and the Issuing
Bank shall be permitted to issue, amend, renew or extend such Letter of Credit
if the Administrative Agent shall not have advised the Issuing Bank that such
issuance, amendment renewal or extension would not be in conformity with the
requirements of this Agreement, (B) on each Business Day on which such Issuing
Bank makes any L/C Disbursement, the date of such L/C Disbursement and the
amount of such L/C Disbursement and (C) on any other Business Day, such other
information as the Administrative Agent shall reasonably request, including but
not limited to prompt verification of such information as may be requested by
the Administrative Agent.

          (m) Existing Letters of Credit. Schedule 2.05(m) contains a schedule
of certain Revolving Letters of Credit (as such term is defined in the Existing
Credit Agreement) issued prior to the Closing Date for the account of the
Borrower. On the Closing Date (i) such letters of credit, to the extent
outstanding, shall be automatically and without further action by the parties
thereto converted to Letters of Credit issued pursuant to this Section 2.05 for
the account of the Borrower and subject to the provisions hereof, and for this
purpose the fees specified in Section 2.2 shall be payable (in substitution for
any fees set forth in the applicable letter of credit reimbursement agreements
or applications relating to such letters of credit) as if such letters of credit
had been issued on the Closing Date, (ii) the face amount of such letters of
credit shall be included in any calculation of Obligations and (iii) all
liabilities of the Borrower with respect to such letters of credit shall
constitute Obligations. No letter of credit converted in accordance with this
Section 2.05(m) shall be amended, extended or renewed without the prior written
consent of the Administrative Agent.

          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that Swingline Loans shall


                                      -43-

<PAGE>

be made as provided in Section 2.04. The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City, and designated by the Borrower in the Borrowing Request;
provided that ABR Revolving Loans and Swingline Borrowings made to finance the
reimbursement of a L/C Disbursement and reimbursements as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing
Bank.

          (b) Unless the Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing that such Lender will not make available to
the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand (without duplication) such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, 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 or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

          SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type, or to continue such Borrowing and, in the case of
a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided
in this Section. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be


                                      -44-

<PAGE>

     specified pursuant to clauses (iii) and (iv) below shall be specified for
     each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing; and

          (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election.

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender to which such Interest Election
Request relates of the details thereof and of such Lender's portion of each
resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the written request (including a request through electronic means) of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

          SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Revolving Facility Commitments shall terminate on the
Revolving Facility Maturity Date. The parties hereto acknowledge that the
Tranche B Term Loan Commitments will terminate at 5 p.m., Local Time, on the
Closing Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments under any Facility; provided that (i) each reduction of
the Commitments under any Facility shall be in an amount that is an integral
multiple of $1.0 million and not less than $5.0 million (or, if less, the
remaining amount of the Revolving Facility Commitments) and (ii) the Borrower
shall not terminate or reduce the Revolving Facility Commitments if, after
giving effect to any concurrent prepayment of the Revolving Facility Loans in
accordance with Section 2.11, the Revolving Facility Credit Exposure would
exceed the total Revolving Facility Commitments.

          (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Revolving Facility Commitments under paragraph (b) of
this Section 2.08 at least three Business Days prior to the effective date of
such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the applicable Lenders of the contents thereof. Each notice


                                      -45-

<PAGE>

delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Facility Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments under any Facility shall be made ratably among the Lenders in
accordance with their respective Commitments under such Facility.

          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Revolving Facility Lender the then unpaid principal amount of
each Revolving Facility Loan to the Borrower on the Revolving Facility Maturity
Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Term Loan of such Lender as provided in Section
2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the earlier of the Revolving Facility Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least five Business Days after such Swingline Loan is
made; provided that on each date that a Revolving Facility Borrowing is made by
the Borrower, the Borrower shall repay all Swingline Loans then outstanding.

          (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, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Facility and Type thereof
and the Interest Period (if any) 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) any amount received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section 2.09 shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided 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 obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.10. Repayment of Term Loans and Revolving Facility Loans.
(a) Subject to adjustment pursuant to paragraph (c) of this Section 2.10, the
Borrower shall repay


                                      -46-

<PAGE>

Tranche B Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date (each such date being referred to
as a "Tranche B Installment Date"):

<TABLE>
<CAPTION>
          Date               Amount
          ----               ------
<S>                       <C>
March 31, 2006            $    625,000
June 30, 2006             $    625,000
September 30, 2006        $    625,000
December 31, 2006         $    625,000
March 31, 2007            $    625,000
June 30, 2007             $    625,000
September 30, 2007        $    625,000
December 31, 2007         $    625,000
March 31, 2008            $    625,000
June 30, 2008             $    625,000
September 30, 2008        $    625,000
December 31, 2008         $    625,000
March 31, 2009            $    625,000
June 30, 2009             $    625,000
September 30, 2009        $    625,000
December 31, 2009         $    625,000
March 31, 2010            $    625,000
June 30, 2010             $    625,000
September 30, 2010        $    625,000
December 31, 2010         $    625,000
March 31, 2011            $    625,000
June 30, 2011             $    625,000
September 30, 2011        $    625,000
December 31, 2011         $    625,000
March 31, 2012            $    625,000
June 30, 2012             $    625,000
September 30, 2012        $    625,000
Tranche B Maturity Date   $233,125,000
</TABLE>

          In the event that any New Tranche B Term Loans are made on an
Increased Amount Date, the amount due on each Tranche B Installment Date (other
than the Tranche B Maturity Date) occurring after the Increased Amount Date
shall increase by an amount equal to 1/4 of 1% per annum of the principal amount
of such New Tranche B Term Loans, with the remaining principal amount of the New
Tranche B Term Loans being repaid on the Tranche B Maturity Date.

          (b) To the extent not previously paid all Tranche B Term Loans shall
be due and payable on the Tranche B Maturity Date.

          (c) Prepayment of the Tranche B Term Borrowings from:

          (i) all Net Proceeds pursuant to Section 2.11(c) shall be applied to
     reduce on a pro rata basis (based on the amount of such amortization
     payments) the remaining scheduled amortization payments in respect of such
     Term Borrowings; and


                                      -47-

<PAGE>

          (ii) Any optional prepayments pursuant to Section 2.11(a) shall be
     applied to reduce the remaining scheduled amortization payments in respect
     of Tranche B Term Borrowings in the order of their maturity or as otherwise
     directed by the Borrower.

          (d) Any Lender holding Tranche B Term Loans may elect, on not less
than two Business Days' prior written notice to the Administrative Agent with
respect to any mandatory prepayment made pursuant to Section 2.11(c) or Section
2.11(e), not to have such prepayment applied to such Lender's Tranche B Term
Loans, in which case, the full amount not so applied shall be retained by the
Borrower.

          (e) Prior to any repayment of any Borrowing under any Facility
hereunder, the Borrower shall select the Borrowing or Borrowings under the
applicable Facility to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 10:00 a.m.,
Local Time, (i) in the case of an ABR Borrowing, on the scheduled date of such
repayment (provided, however, that such date shall be a Business Day) and (ii)
in the case of a Eurocurrency Borrowing, three Business Days before the
scheduled date of such repayment. Each repayment of a Borrowing (x) in the case
of the Revolving Facility, shall be applied to the Revolving Facility Loans
included in the repaid Borrowing such that each Revolving Facility Lender
receives its ratable share of such repayment (based upon the respective
Revolving Facility Credit Exposures of the Revolving Facility Lenders at the
time of such repayment) and (y) in all other cases, shall be applied ratably to
the Loans included in the repaid Borrowing. Notwithstanding anything to the
contrary in the immediately preceding sentence, prior to any repayment of a
Swingline Borrowing hereunder, the Borrower, shall select the Borrowing or
Borrowings to be repaid and shall notify the Administrative Agent by telephone
(confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time,
on the scheduled date of such repayment. Repayments of Borrowings shall be
accompanied by accrued interest on the amount repaid.

          SECTION 2.11. Prepayment of Loans. Prepayment of Loans. (a) The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, without premium or penalty (but subject to
Section 2.16); provided, however, that each partial prepayment shall be in an
aggregate principal amount that is an integral multiple of $500,000 and not less
than $1,000,000, subject to prior notice in accordance with Section 2.10(e).

          (b) In the event and on such occasion that the Revolving Facility
Credit Exposure exceeds the total Revolving Facility Commitments, the Borrower
under the Revolving Facility shall prepay Revolving Facility Borrowings or
Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Administrative Agent pursuant to Section
2.05(j)) made to the Borrower, in an aggregate amount equal to the amount by
which the Revolving Facility Credit Exposure exceeds the total Revolving
Facility Commitments.

          (c) Holdings and the Borrower shall apply all Net Proceeds upon
receipt thereof to prepay Term Borrowings in accordance paragraphs (c) and (d)
of Section 2.10.

          SECTION 2.12. Fees. (a) The Borrower agrees to pay to each Lender
(other than any Defaulting Lender), through the Administrative Agent, 10
Business Days after the last day of March, June, September and December in each
year, and three Business Days after the date on which the Revolving Facility
Commitments of all the Lenders shall be terminated as provided herein, a
commitment fee (a "Commitment Fee") on the daily amount of the Available Unused
Commitment of such Lender during the preceding quarter (or other period
commencing with the


                                      -48-

<PAGE>

Closing Date or ending with the date on which the last of the Commitments of
such Lender shall be terminated) at the rate set forth under the caption
"Commitment Fee" below based upon the Leverage Ratio as of the most recent
determination date:

<TABLE>
<CAPTION>
Leverage Ratio                       Commitment Fee
--------------                       --------------
<S>                                  <C>
Category 1
Greater than 2.25 to 1.00                 0.50%

Category 2
Equal to or less than 2.25 to 1.00       0.375%
</TABLE>

provided that until the Trigger Date, the Leverage Ratio shall be deemed to be
in Category 1; provided, further, that the Leverage Ratio shall be deemed to be
in Category 1 at the option of the Administrative Agent or the Majority Lenders
under the Revolving Facility, at any time during which Holdings fails to deliver
the consolidated financial information when required to be delivered pursuant to
Section 5.04(a) or (b), during the period from the expiration of the time for
delivery thereof until such consolidated financial information is delivered.

          All Commitment Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days. For the purpose of calculating any
Lender's Commitment Fee, the outstanding Swingline Loans during the period for
which such Lender's Commitment Fee is calculated and any Closing Date Revolving
Facility Borrowings shall be deemed to be zero. The Commitment Fee due to each
Lender shall begin to accrue on the Closing Date and shall cease to accrue on
the date on which the last of the Commitments of such Lender shall be terminated
as provided herein.

          (b) The Borrower from time to time agrees to pay (i) to each Revolving
Facility Lender (other than any Defaulting Lender), through the Administrative
Agent, 10 Business Days after the last day of March, June, September and
December of each year and three Business Days after the date on which the
Revolving Facility Commitments of all the Lenders shall be terminated as
provided herein, a fee (an "L/C Participation Fee") on such Lender's Revolving
Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the
portion thereof attributable to unreimbursed L/C Disbursements), during the
preceding quarter (or shorter period commencing with the Closing Date or ending
with the Revolving Facility Maturity Date or the date on which the Revolving
Facility Commitments shall be terminated) at the rate per annum equal to the
Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for
each day in such period and (ii) to each Issuing Bank, for its own account, (x)
10 Business Days after the last day of March, June, September and December of
each year and three Business Days after the date on which the Revolving Facility
Commitments of all the Lenders shall be terminated as provided herein, a
fronting fee in respect of each Letter of Credit issued by such Issuing Bank for
the period from and including the date of issuance of such Letter of Credit to
and including the termination of such Letter of Credit, computed at a rate equal
to 1/4 of 1% per annum (or such other rate as may be separately agreed between
the Borrower and the applicable Issuing Bank) of the daily average stated amount
of such Letter of Credit), plus (y) in connection with the issuance, amendment
or transfer of any such Letter of Credit or any L/C Disbursement thereunder,
such Issuing Bank's customary documentary and processing charges (collectively,
"Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are


                                      -49-

<PAGE>

payable on a per annum basis shall be computed on the basis of the actual number
of days elapsed in a year of 360 days.

          (c) The Borrower agrees to pay to the Administrative Agent, for the
account of the Administrative Agent, the fees set forth in the Fee Letter, as
amended, restated, supplemented or otherwise modified from time to time, at the
times specified therein (the "Administrative Agent Fees").

          (d) 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 Issuing Bank Fees shall be paid directly to the
applicable Issuing Banks. Once paid, none of the Fees shall be refundable under
any circumstances.

          SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Margin.

          (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any Fees or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other overdue amount, 2% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.13;
provided that this paragraph (c) shall not apply to any Event of Default that
has been waived by the Lenders pursuant to Section 9.08.

          (d) Accrued interest on each Loan shall be payable in arrears (i) on
each Interest Payment Date for such Loan, (ii) in the case of Revolving Facility
Loans, upon termination of the Revolving Facility Commitments and (iii) in the
case of the Tranche B Term Loans, on the Tranche B Maturity Date; provided that
(i) interest accrued pursuant to paragraph (c) of this Section 2.13 shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurocurrency Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Alternate Base Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


                                      -50-

<PAGE>

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing denominated in any currency:

          (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders or the
Majority Lenders under the Revolving Facility that the Adjusted LIBO Rate or the
LIBO Rate, as applicable, 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 for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective
and such Borrowing shall be converted to or continued as on the last day of the
Interest Period applicable thereto an ABR Borrowing and (ii) if any Borrowing
Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an
ABR Borrowing or shall be made as a Borrowing bearing interest at such rate as
the Majority Lenders under the Revolving Facility shall agree adequately
reflects the costs to the Revolving Facility Lenders of making the Loans
comprising such Borrowing.

          SECTION 2.15. Increased Costs. (a) 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, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate or Issuing Bank; or

          (ii) impose on any Lender or Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurocurrency Loans
     made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or Issuing
Bank hereunder (whether of principal, interest or otherwise), then the Borrower
will pay to such Lender or Issuing Bank, as applicable, such additional amount
or amounts as will compensate on an after tax basis such Lender or Issuing Bank,
as applicable, for such additional costs incurred or reduction suffered.

          (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or Issuing Bank's capital or on the capital of such
Lender's or Issuing Bank's holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by such Issuing Bank, to a level
below that which such Lender or such Issuing Bank or such Lender's or such
Issuing Bank's


                                      -51-

<PAGE>

holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or such Issuing Bank's policies and the policies of
such Lender's or such Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower shall pay to such Lender or such
Issuing Bank, as applicable, such additional amount or amounts as will
compensate on an after tax basis such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company for any such reduction suffered.

          (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) of this
Section 2.15 shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or Issuing Bank, as
applicable, the amount shown as due on any such certificate within 10 days after
receipt thereof.

          (d) Promptly after any Lender or any Issuing Bank has determined that
it will make a request for increased compensation pursuant to this Section 2.15,
such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay
on the part of any Lender or Issuing Bank to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender's or Issuing Bank's
right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for
any increased costs or reductions incurred more than 180 days prior to the date
that such Lender or Issuing Bank, as applicable, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or Issuing Bank's intention to claim compensation therefor; provided,
further, that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency Loan, such loss, cost
or expense to any Lender shall be deemed to be the amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue a
Eurocurrency Loan, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in Euros of
a comparable amount and period from other banks in the Eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


                                      -52-

<PAGE>

          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of any Loan Party hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if a
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 applicable to
additional sums payable under this Section) any Agent, Lender or Issuing Bank,
as applicable, receives an amount equal to the sum it would have received had no
such deductions for Indemnified Taxes and Other Taxes been made, (ii) such Loan
Party shall make such deductions and (iii) such Loan Party shall timely pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

          (b) In addition, the Loan Parties shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) Each Loan Party shall indemnify the Agents, each Lender and each
Issuing Bank, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by such Agent, Lender or Issuing
Bank, as applicable, on or with respect to any payment by or on account of any
obligation of such Loan Party hereunder (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any 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 such Loan Party by a Lender
or an Issuing Bank, or by the Administrative Agent on its own behalf, on behalf
of another Agent or on behalf of a Lender or an Issuing Bank, shall be
conclusive absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by a Loan Party to a Governmental Authority, such Loan Party 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.

          (e) Any 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), to the extent such Lender is legally entitled to do so,
at the time or times prescribed by applicable law such properly completed and
executed documentation prescribed by applicable law as may reasonably be
requested by the Borrower to permit such payments to be made without such
withholding tax or at a reduced rate; provided that no Lender shall have any
obligation under this paragraph (e) with respect to any withholding Tax imposed
by any jurisdiction other than the United States if in the reasonable judgment
of such Lender such compliance would subject such Lender to any material
unreimbursed cost or expense or would otherwise prejudice such Lender's interest
in any material respect.

          (f) If an Agent or a Lender determines, in good faith and in its sole
discretion, that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by a Loan Party or with respect to
which such Loan Party has paid additional amounts pursuant to this Section 2.17,
it shall pay over such refund to such Loan Party (but only to the extent of
indemnity payments made, or additional amounts paid, by such Loan


                                      -53-

<PAGE>

Party under this Section 2.17 with respect to the Indemnified Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Agent or such Lender (including any Taxes imposed with respect to such refund)
as is determined by the Agent or Lender in good faith and in its sole
discretion, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided that such Loan
Party, upon the request of such Agent or such Lender, agrees to repay as soon as
reasonably practicable the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Agent or such Lender in the event such Agent or such Lender
is required to repay such refund to such Governmental Authority. This Section
shall not be construed to require any Agent or any Lender to make available its
Tax returns (or any other information relating to its Taxes which it deems
confidential) to the Loan Parties or any other person.

          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Unless otherwise specified, the Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when
due, in immediately available funds, without condition or deduction for any
defense, recoupment, set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent to the applicable account designated to the Borrower by the
Administrative Agent, except payments to be made directly to the applicable
Issuing Bank or the applicable Swingline Lender as expressly provided herein and
except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be
made directly to the persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder of (i) principal or interest in respect
of any Loan, (ii) reimbursement obligations with respect to any Letter of Credit
or (iii) any other amount due hereunder or under another Loan Document shall be
made in Dollars. Any payment required to be made by the Administrative Agent
hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent
to make such payment.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent from the Borrower to pay fully all amounts of
principal, unreimbursed L/C Disbursements, interest and fees then due from the
Borrower hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due from the Borrower hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal and
unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and unreimbursed L/C Disbursements then due to such parties.


                                      -54-

<PAGE>

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Tranche B Term Loans, Revolving Facility Loans or
participations in L/C Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Tranche
B Term Loans, Revolving Facility Loans and participations in L/C Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Tranche B Term Loans,
Revolving Facility Loans and participations in L/C Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Tranche B Term
Loans, Revolving Facility Loans and participations in L/C Disbursements and
Swingline Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
(c) shall not be construed to apply to any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in L/C Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph (c) shall
apply). The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the applicable Issuing Bank hereunder
that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the applicable Issuing Bank, as applicable, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
applicable Issuing Bank, as applicable, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at (i) the greater of the Federal Funds Effective
Rate and (ii) a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different


                                      -55-

<PAGE>

lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15 or 2.17, as applicable, in the future and (ii) would not subject such
Lender to any material unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender in any material respect. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or is a Defaulting Lender, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in L/C
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments; and provided further that if such Lender is an
Issuing Bank, then such Lender shall have been replaced as an Issuing Bank
pursuant to Section 2.05(i). Nothing in this Section 2.19 shall be deemed to
prejudice any rights that the Borrower may have against any Lender that is a
Defaulting Lender.

          (c) If any Lender (such Lender, a "Non-Consenting Lender") has failed
to consent to a proposed amendment, waiver, discharge or termination which
pursuant to the terms of Section 9.08 requires the consent of all of the Lenders
affected and with respect to which the Required Lenders shall have granted their
consent, then provided no Event of Default then exists, the Borrower shall have
the right (unless such Non-Consenting Lender grants such consent) to replace
such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its
Loans, and its Commitments hereunder to one or more willing assignees reasonably
acceptable to the Administrative Agent, provided that: (a) all Obligations of
the Borrower owing to such Non-Consenting Lender being replaced shall be paid in
full to such Non-Consenting Lender concurrently with such assignment, and (b)
the replacement Lender shall purchase the foregoing by paying to such
Non-Consenting Lender a price equal to the principal amount thereof plus accrued
and unpaid interest thereon. In connection with any such assignment the
Borrower, Administrative Agent, such Non-Consenting Lender and the replacement
Lender shall otherwise comply with Section 9.04.

          SECTION 2.20. Illegality. If any Lender reasonably determines that any
Change in Law has made it unlawful, or that any Governmental Authority has
asserted after the Closing Date that it is unlawful, for any Lender or its
applicable lending office to make or maintain any Eurocurrency Loans, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make or continue Eurocurrency Loans or to
convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such
Lender


                                      -56-

<PAGE>

notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the
Borrower shall upon demand from such Lender (with a copy to the Administrative
Agent), convert all Eurocurrency Borrowings of such Lender to ABR Borrowings,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurocurrency Borrowings to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.

          SECTION 2.21. Increase in Revolving Facility Commitments and/or
Tranche B Term Loan Commitments.

          (a) New Commitments. At any time following the completion of the
syndication of the Facilities (as reasonably determined by the Joint Lead
Arrangers), the Borrower may by written notice to the Administrative Agent elect
to request an increase to the existing Revolving Facility Commitments (any such
increase, the "New Revolving Facility Commitments") and/or the Tranche B Term
Loan Commitments (any such increase, the "New Tranche B Term Commitments" and
together with the New Revolving Facility Commitments, if any, the "New
Commitments"), by an amount not in excess of $100.0 million in the aggregate or
a lesser amount in integral multiples of $10.0 million. Such notice shall (A)
specify the date (an "Increased Amount Date") on which the Borrower proposes
that the New Commitments and, in the case of New Tranche B Term Commitments, the
date for borrowing, as applicable, be made available, which shall be a date not
less than 5 Business Days after the date on which such notice is delivered to
the Administrative Agent, and (B) offer each Revolving Facility Lender (in the
case of New Revolving Facility Commitments) and/or Tranche B Term Lender (in the
case of New Tranche B Term Commitments) the right to increase its Revolving
Facility Commitment and/or Tranche B Term Loan Commitment, as applicable, on a
pro rata basis. The Borrower shall notify the Administrative Agent in writing of
the identity of each Revolving Facility Lender, Tranche B Term Lender or other
financial institution reasonably acceptable to the Administrative Agent (each, a
"New Revolving Facility Lender," a "New Tranche B Term Lender" or generally, a
"New Lender") to whom the New Commitments have been (in accordance with the
prior sentence) allocated and the amounts of such allocations; provided that any
Lender approached to provide all or a portion of the New Commitments may elect
or decline, in its sole discretion, to provide a New Commitment. Such New
Commitments shall become effective as of such Increased Amount Date, and in the
case of New Tranche B Term Commitments, such new Tranche B Term Loans in respect
hereof ("New Tranche B Term Loans") shall be made on such Increased Amount Date;
provided that (1) no Default or Event of Default shall exist on such Increased
Amount Date before or after giving effect to such New Commitments and Loans; (2)
such increase in the Revolving Facility Commitments and/or the Tranche B Term
Loan Commitments shall be evidenced by one or more joinder agreements,
amendments to the Loan Documents and other documentation executed and delivered
to Administrative Agent by each New Lender, as applicable, the Administrative
Agent and the Borrower (without requiring the consent of any other Lender), in
form and substance reasonably satisfactory to the Administrative Agent and each
shall be recorded in the register, each of which shall be subject to the
requirements set forth in Section 2.17(e); and (3) the Borrower shall make any
payments required pursuant to Section 2.16 in connection with the provisions of
the New Commitments.

          (b) On any Increased Amount Date on which New Revolving Facility
Commitments are effected, subject to the satisfaction of the foregoing terms and
conditions, (i)


                                      -57-

<PAGE>

each of the existing Revolving Facility Lenders shall assign to each of the New
Revolving Facility Lenders, and each of the New Revolving Facility Lenders shall
purchase from each of the existing Revolving Facility Lenders, at the principal
amount thereof, such interests in the outstanding Revolving Facility Loans and
participations in Letters of Credit and Swingline Loans outstanding on such
Increased Amount Date that will result in, after giving effect to all such
assignments and purchases, such Revolving Facility Loans and participations in
Letters of Credit and Swingline Loans being held by existing Revolving Facility
Lenders and New Revolving Facility Lenders ratably in accordance with their
Revolving Facility Commitments after giving effect to the addition of such New
Revolving Facility Commitments to the Revolving Facility Commitments, (ii) each
New Revolving Facility Commitment shall be deemed for all purposes a Revolving
Facility Commitment and each Loan made thereunder shall be deemed, for all
purposes, a Revolving Facility Loan and have the same terms as any existing
Revolving Facility Loan and (iii) each New Revolving Facility Lender shall
become a Lender with respect to the Revolving Facility Commitments and all
matters relating thereto.

          (c) On any Increased Amount Date on which New Tranche B Term Loan
Commitments are effected and borrowed, subject to the satisfaction of the
foregoing terms and conditions, (i) each New Tranche B Term Loan Commitment
shall be deemed for all purposes a Tranche B Term Loan Commitment and each Loan
made thereunder shall be deemed, for all purposes, a Tranche B Term Loan, (ii)
each New Tranche B Term Lender shall become a Lender with respect to the Tranche
B Term Loan Commitments and all matters relating thereto and (iii) the New
Tranche B Term Loans shall have the same terms as the then existing Tranche B
Term Loans, and all then existing Tranche B Term Loans shall receive the benefit
of any more favorable terms of the New Tranche B Term Loans, and be made by each
New Tranche B Term Lender on the Increased Amount Date. All New Tranche B Term
Loans made on any Increased Amount Date will be made in accordance with the
procedures set forth in Section 2.03.

          (d) The Administrative Agent shall notify the Lenders promptly upon
receipt of the Borrower's notice of an Increased Amount Date and, in respect
thereof, the New Commitments and the New Lenders.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each of Holdings and the Borrower represents and warrants to each of
the Lenders that:

          SECTION 3.01. Organization; Powers. Holdings, the Borrower and each of
the other Subsidiaries (a) is a partnership, limited liability company or
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted, (c) is qualified to do business in each jurisdiction where such
qualification is required, except where the failure so to qualify could not
reasonably be expected to have a Material Adverse Effect, and (d) has the power
and authority to execute, deliver and perform its obligations under each of the
Loan Documents and each other agreement or instrument contemplated thereby to
which it is or will be a party and, in the case of the Borrower, to borrow and
otherwise obtain credit hereunder.


                                      -58-

<PAGE>

          SECTION 3.02. Authorization. The execution, delivery and performance
by Holdings, the Borrower, and each of the other Subsidiaries of each of the
Loan Documents to which it is a party, and the borrowings hereunder and the
Transactions (a) have been duly authorized by all corporate, stockholder,
limited liability company or partnership action required to be obtained by
Holdings, the Borrower and such Subsidiaries and (b) will not (i) violate (A)
any provision of law, statute, rule or regulation (including any Mining Law), or
of the certificate or articles of incorporation or other constitutive documents
or by-laws of any of Holdings, the Borrower or any such Subsidiary, (B) any
applicable order of any court or any rule, regulation or order of any
Governmental Authority (including any Mining Permit) or (C) any provision of any
indenture, lease (including any Mining Lease), agreement or other instrument to
which any of Holdings, the Borrower or any such Subsidiary is a party or by
which any of them or any of their respective property is or may be bound, (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, give rise to a right of or result in
any cancellation or acceleration of any right or obligation (including any
payment) or to a loss of a material benefit under any such indenture, lease
(including any Mining Lease), agreement or other instrument, where any such
conflict, violation, breach or default referred to in clause (i) or (ii) of this
Section 3.02, could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, 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 such Subsidiary, other
than the Liens created by the Loan Documents. The incurrence of Indebtedness by,
and the extension of Credit to, the Borrower hereunder and the granting of Liens
and guarantees pursuant to this Agreement and the other Loan Documents does not
and will not violate any provision of the Senior Notes Indenture.

          SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by each of Holdings, the Borrower and constitutes, and each other
Loan Document when executed and delivered by each Loan Party that is party
thereto will constitute, a legal, valid and binding obligation of such Loan
Party enforceable against each such Loan Party in accordance with its terms,
subject to (i) the effects of bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance or other similar laws affecting creditors'
rights generally, (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (iii)
implied covenants of good faith and fair dealing.

          SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with 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 certificates of title, (b)
filings with the United States Patent and Trademark Office and the United States
Copyright Office, (c) recordation of the Mortgages, (d) such consents,
authorizations, filings or other actions that have either (i) been made or
obtained and are in full force and effect or (ii) are listed on Schedule 3.04,
and any failure to obtain (or perform, as applicable) any of such actions,
consents or approvals, registrations or filings listed on such Schedule 3.04,
individually, or in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect and (e) such actions, consents and
approvals the failure to be obtained or made which could not reasonably be
expected to have a Material Adverse Effect.

          SECTION 3.05. Financial Statements. (a) There has heretofore been
furnished to the Lenders:


                                      -59-

<PAGE>

          (i) a pro forma consolidated balance sheet of Holdings and the
     Subsidiaries (calculated (i) as of the Closing Date with respect to cash
     and indebtedness and (ii) as of June 30, 2005 with respect to all other
     balance sheet items), prepared giving effect to the Transactions (including
     payment of the first installment of principal and accrued interest on the
     Installment Notes) as if the Transactions had occurred on such dates;

          (ii) a pro forma statement of operations of Holdings and the
     Subsidiaries and the combined entities comprising the Acquired Business for
     the fiscal year ending December 31, 2004 and the six month period ending
     June 30, 2005, prepared giving effect to the issuance of the Senior Notes,
     the Existing Credit Agreement, the Internal Restructuring and the
     Transactions (including payment of the first installment of principal and
     accrued interest on the Installment Notes) as if each such event had
     occurred on January 1, 2004; and

     The unaudited pro forma financial statements described in clauses (i) and
(ii) above, (A) have been prepared in good faith based on the same assumptions
used to prepare the pro forma financial statements included in the Information
Memorandum (which assumptions are believed by Holdings and the Borrower to have
been reasonable as at the time made and to be reasonable as of the Closing
Date), it being understood that such assumptions are based on good faith
estimates with respect to certain items and that actual amounts of such items on
the Closing Date is subject to variation), and (B) subject to the assumptions
and qualifications described therein and in the Information Memorandum,
accurately reflect all adjustments necessary to give effect to the Transactions
(including payment of the first installment of principal and accrued interest on
the Installment Notes) and, in the case of clause (ii) above, the Senior Notes,
Existing Credit Facility and Internal Restructuring, were prepared in accordance
with GAAP applied on a consistent basis and present fairly, in all material
respects, the pro forma financial position and results of operations of Holdings
and the Subsidiaries as of such date and for such period, assuming that such
events had actually occurred at such date on January 1, 2004, as the case may
be.

          (b) There has heretofore been furnished to the Lenders:

          (i) the combined balance sheets of ANR Fund IX Holding, Inc. and Alpha
     NR Holding, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the
     related combined statements of operations, stockholder's equity and
     partners' capital and cash flows of ANR Fund IX Holding, Inc. and Alpha NR
     Holding, Inc. and Subsidiaries for the fiscal years ended December 31, 2004
     and 2003 and for the period from December 14, 2002 to December 31, 2003,
     audited by KPMG LLP, independent public accountants;

          (ii) the combined statements of operations, stockholder's equity and
     cash flows for Holdings' 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, audited by KPMG LLP;

          (iii) the combined balance sheets of the entities comprising the
     Acquired Business for the fiscal years ended December 31, 2004, 2003 and
     2002, and the combined statements of operations, stockholders' equity and
     members' equity and comprehensive income and cash flows of the entities
     comprising the Acquired Business for the fiscal years ended December 31,
     2004, 2003, and 2002, audited by KPMG LLP; and


                                      -60-


<PAGE>

          (iv) the combined balance sheet of the entities comprising the
     Acquired Business for the six months ended June 30, 2005, and the statement
     of operations of the combined entities comprising the Acquired Business for
     the six months ended June 30, 2005, reviewed by KPMG LLP; provided, however
     that no report or letter thereon is required to be issued by KPMG LLP.

     The financial statements described in clause (i), (ii), (iii) and (iv)
above, present fairly in all material respects the financial condition, results
of operations and cash flows of the entities and businesses referenced above,
respectively, as of such dates and for such periods. Such financial statements
were prepared in accordance with GAAP applied on a consistent basis, and such
balance sheets and the notes thereto disclose all material liabilities, direct
or contingent, of the entities and businesses referenced above, respectively, as
of the dates thereof, to the extent required in accordance with GAAP.

          SECTION 3.06. No Material Adverse Effect. Since December 31, 2004,
there has been no event or occurrence which has resulted in or would reasonably
be expected to result in, individually or in the aggregate, any Material Adverse
Effect.

          SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each
of Holdings, the Borrower and the other Subsidiaries has good and marketable
title to, or valid leasehold interests in, or easements or other limited
property interests in, all its properties and assets, including all Mortgaged
Properties, subject solely to Permitted Encumbrances and except where the
failure to have such title or interest could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. The Borrower and
the other Subsidiaries have maintained, in all material respects and in
accordance with normal mining industry practice, all of the machinery,
equipment, vehicles, preparation plants or other coal processing facilities,
loadout and other transportation facilities and other tangible personal property
now owned or leased by the Borrower and the other Subsidiaries that is necessary
to conduct their business as it is now conducted. All such properties and assets
are free and clear of Liens, other than Liens expressly permitted by Section
6.02 or arising by operation of law.

          (b) Each of Holdings, the Borrower and the other Subsidiaries has
complied with all obligations under all leases (including Mining Leases) to
which it is a party, except where the failure to comply would not have a
Material Adverse Effect, and all such leases are in full force and effect,
except leases (i) in respect of which the failure to be in full force and effect
could not reasonably be expected to have a Material Adverse Effect and (ii) that
are less than fully marketable because the consent of the lessor to a future
assignment has not been obtained. Each of Holdings, the Borrower and the other
Subsidiaries enjoys peaceful and undisturbed possession under all such leases,
other than leases in respect of which the failure to enjoy peaceful and
undisturbed possession could not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

          (c) As of the Closing Date, the estate, title and interest of the
Borrower and the other Subsidiaries in the Material Real Properties set forth on
Schedule 3.07(c) constitute all of the estate, title and interest in Material
Real Properties necessary for the conduct of the business and operations of the
Borrower and the other Subsidiaries as currently conducted. Schedule 3.07(c) has
been prepared in good faith and is a true and correct summary of all the
Material Real Property owned or leased by the Borrower and the other
Subsidiaries to be encumbered in favor of the Collateral Agent, for its benefit
and the benefit of the Secured Parties, on the Closing Date, subject to Section
5.09(f).


                                      -61-

<PAGE>

          (d) As of the Closing Date (and following the Closing Date, except as
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect), except as set forth on Schedule 3.07(d), none of
Holdings or any of the Subsidiaries has received written or, to the knowledge of
Holdings and the Subsidiaries, other notice of claims that Holdings or any
Subsidiary has mined any coal that it did not have the right to mine any
Material Real Property, or mined any coal in such a manner as to give rise to
any claims for loss, waste or trespass on any Material Real Property, and, to
the knowledge of Holdings and the Subsidiaries, no facts exist upon which such a
claim could be based.

          (e) Each of Holdings, the Borrower and the other Subsidiaries owns or
possesses, or could obtain ownership or possession of, on terms not materially
adverse to it, all patents, trademarks, service marks, trade names, copyrights,
licenses and rights with respect thereto necessary for the present conduct of
its business, without any known conflict with the rights of others, and free
from any burdensome restrictions, except where such conflicts and restrictions
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or except as set forth on Schedule 3.07(e).

          (f) As of the Closing Date, none of Holdings, the Borrower and their
Subsidiaries has received any written notice of any pending or contemplated
condemnation proceeding affecting any of the Mortgaged Properties or any sale or
disposition thereof in lieu of condemnation that remains unresolved as of the
Closing Date, except as set forth on Schedule 3.07(f).

          (g) None of Holdings, the Borrower or the Subsidiaries is obligated on
the Closing Date 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, except as permitted under Section 6.02 or 6.05 and other than
customary buy-back provisions following the termination of mining operations,
satisfaction of reclamation obligations and release of applicable Mining Permits
with respect to a Mortgaged Property.

          (h) Schedule 3.07(h) sets forth as of the Closing Date the name and
jurisdiction of incorporation, formation or organization of each Subsidiary of
Holdings and, as to each such Subsidiary, the percentage of each class of Equity
Interests owned by Holdings or by any such Subsidiary, indicating the ownership
thereof.

          (i) As of the Closing Date, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
directors' qualifying shares) of any nature relating to any Equity Interests of
Holdings or any of the Subsidiaries, except as set forth on Schedule 3.07(i).

          (j) With respect to each Mortgaged Property on which significant
surface Improvements are located, there are no rights or claims of parties in
possession not shown by the public records, encroachments, overlaps, boundary
line disputes or other matters which would be disclosed by an accurate survey or
inspection of the premises, except as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

          SECTION 3.08. Litigation; Compliance with Laws. (a) Except as set
forth on Schedule 3.08(a), there are no actions, suits, investigations or
proceedings at law or in equity or by or on behalf of any Governmental Authority
or in arbitration now pending against, or, to the knowledge of Holdings or the
Borrower, threatened in writing against or affecting, Holdings or


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the Borrower or any of the other Subsidiaries or any business, property or
rights of any such person (i) as of the Closing Date, that involve any Loan
Document or the Transactions or (ii) which individually could reasonably be
expected to have a Material Adverse Effect or which could reasonably be
expected, individually or in the aggregate, to materially adversely affect the
Transactions.

          (b) 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 of 1977, as amended, or any comparable state statute.

          (c) No Loan Party nor, to the knowledge of Holdings or the Borrower,
any of its Subsidiaries is in violation of any laws relating to terrorism or
money laundering, including Executive Order No. 13224 on Terrorist Financing,
effective September 23, 2001, and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56 (signed into law on October 26, 2001) (the "U.S. Patriot
Act").

          (d) Except as set forth in Schedule 3.08(d), (i) none of Holdings, the
Borrower, the other Subsidiaries and their respective properties or assets is in
violation of (nor will the continued operation of their material properties and
assets as currently conducted violate) any currently applicable law, rule or
regulation (including any zoning, building, Environmental Law, ordinance, code
or approval, Mining Law, Mining Permit or any building permit) or any
restriction of record or agreement affecting any Mortgaged Property, or is in
default with respect to any judgment, writ, injunction or decree of any
Governmental Authority, and (ii) none of Holdings, the Borrower and the other
Subsidiaries is lacking any consent, approval or permit, including Mining
Permits, from any applicable Governmental Authority, necessary to the normal
conduct of its business, except for (x) Mining Permits and related Environmental
Permits with respect to new mining operations that have been applied for by the
Borrower or any of the other Subsidiaries in the ordinary course of business and
which are expected to be obtained and the lack of which in the interim would not
have a Material Adverse Effect, (y) Mining Permits and related permits to be
transferred to the Borrower or any of its Subsidiaries in connection with a
completed acquisition of assets or Equity Interests by the Borrower or any of
its Subsidiaries permitted pursuant to this Agreement and which are expected to
be obtained and the lack of which in the interim would not have a Material
Adverse Effect and (z) in each case to the extent that any of the foregoing
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

          SECTION 3.09. Federal Reserve Regulations. (a) None of Holdings, the
Borrower and the other Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

          (b) No part of the proceeds of any Loan will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase or carry Margin Stock or to extend credit to others for the purpose of
purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose that entails a violation of,
or that is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or Regulation X.


                                      -63-

<PAGE>

          SECTION 3.10. Investment Company Act; Public Utility Holding Company
Act. None of Holdings, the Borrower or any other Subsidiary 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 3.11. Use of Proceeds. The Borrower will use the proceeds of
the Revolving Facility Loans on the Closing Date to (i) refinance all
Indebtedness and other obligations outstanding under the Existing Credit
Agreement and (ii) finance certain of the Transactions and to pay fees and
expenses incurred in connection therewith and thereafter will use the proceeds
of the Revolving Facility Loans and Swingline Loans, solely for general
corporate purposes (including making Permitted Business Acquisitions). The
Borrower may use proceeds of Tranche B Term Loans solely to (i) refinance all
Indebtedness and other obligations outstanding under the Existing Credit
Agreement and (ii) consummate the Acquisition and the Transactions (including
payment of the first installment under the Installment Note as such shall become
due and payable in a principal amount not exceeding $183.0 million, plus accrued
and unpaid interest thereon, within 10 days following the Closing Date). The
Borrower will request the issuance of Letters of Credit solely to support
payment and performance obligations incurred in the ordinary course of business
by the Borrower and the Subsidiaries, and in accordance with Section 2.01(c), to
the extent applicable.

          SECTION 3.12. Tax Returns. Except as set forth on Schedule 3.12:

          (a) Each of Holdings, the Borrower and the Subsidiaries (i) has filed
or caused to be filed all federal, state, local and non-U.S. Tax returns
required to have been filed by it that are material to such companies taken as a
whole and each such Tax return is true and correct in all material respects and
(ii) has timely paid or caused to be timely paid all material Taxes shown
thereon to be due and payable by it and all other material Taxes or assessments,
except Taxes or assessments that are being contested in good faith by
appropriate proceedings in accordance with Section 5.03 and for which Holdings,
the Borrower or any of the Subsidiaries (as the case may be) has set aside on
its books adequate reserves to the extent required by GAAP;

          (b) Each of Holdings, the Borrower and the Subsidiaries has paid in
full or made adequate provision (in accordance with and to the extent required
by GAAP) for the payment of all Taxes due with respect to all periods or
portions thereof ending on or before the Closing Date, which Taxes, if not paid
or adequately provided for, could individually or in the aggregate reasonably be
expected to have a Material Adverse Effect; and

          (c) Other than as could not be, individually or in the aggregate,
reasonably expected to have a Material Adverse Effect: as of the Closing Date,
with respect to each of Holdings, the Borrower and the Subsidiaries, (i) there
are no claims being asserted in writing with respect to any Taxes, (ii) no
presently effective waivers or extensions of statutes of limitation with respect
to Taxes have been given or requested and (iii) no Tax returns are being
examined by, and no written notification of intention to examine has been
received from, the Internal Revenue Service or any other Taxing authority.

          SECTION 3.13. No Material Misstatements. (a) All written information
(other than the Projections, estimates, information of a general economic nature
and general information pertaining to the coal industry) (the "Information")
concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any
other transactions contemplated hereby included in the


                                      -64-

<PAGE>

Information Memorandum or otherwise prepared by or on behalf of Holdings, the
Borrower or the other Subsidiaries or their representatives and made available
to any Lenders or the Administrative Agent (including in connection with the
Transactions or the other transactions contemplated hereby), when taken as a
whole, were true and correct in all material respects, as of the date such
Information was furnished to the Lenders and as of the Closing Date and did not
contain any untrue statement of a material fact as of any such date or omit to
state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such
statements were made.

          (b) The Projections, estimates and information of a general economic
nature prepared by or on behalf of the Borrower or any of its representatives
and that have been made available to any Lenders or the Administrative Agent in
connection with the Transactions or the other transactions contemplated hereby
(i) have been prepared in good faith based upon assumptions believed by the
Borrower to be reasonable as of the date thereof, as of the date such
Projections and estimates were furnished to the Initial Lenders and as of the
Closing Date, and (ii) as of the Closing Date, have not been modified in any
material respect by the Borrower.

          SECTION 3.14. Employee Benefit Plans. Each of Holdings, the Borrower,
the other Subsidiaries and the ERISA Affiliates is in compliance with the
applicable provisions of ERISA and the provisions of the Code relating to Plans
and the regulations and published interpretations thereunder, except for such
noncompliance that could not reasonably be expected to have a Material Adverse
Effect. As of the Closing Date, the excess of the present value of all benefit
liabilities under each Plan of Holdings, the Borrower, and each other Subsidiary
and the ERISA Affiliates (based on those assumptions used to fund such Plan), as
of the last annual valuation date applicable thereto for which a valuation is
available, over the value of the assets of such Plan could not reasonably be
expected to have a Material Adverse Effect, and the excess of the present value
of all benefit liabilities of all underfunded Plans (based on those assumptions
used to fund each such Plan) as of the last annual valuation dates applicable
thereto for which valuations are available, over the value of the assets of all
such under funded Plans could not reasonably be expected to have a Material
Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other ERISA Events which have occurred or for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

          SECTION 3.15. Environmental Matters. Except as disclosed on Schedule
3.15 and except as to matters that could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect (i) no written
notice, request for information, order, complaint or penalty has been received
by Holdings, the Borrower or any of the other Subsidiaries, and there are no
judicial, administrative or other actions, suits or proceedings pending or
threatened in writing against Holdings, the Borrower or any of the other
Subsidiaries which allege a violation of or liability under any Environmental
Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii)
each of the Borrower and the other Subsidiaries has obtained or applied for all
material Environmental Permits necessary for its operations as currently
conducted to comply with all applicable Environmental Laws and is, and at all
relevant times has been, in compliance with the terms of such permits and with
all other applicable Environmental Laws, (iii) Holdings, the Borrower and the
other Subsidiaries have made available to the Administrative Agent prior to the
date of this Agreement the most recent environmental audit, if any, with respect
to the operations of each of Holdings, Borrower and the other Subsidiaries, (iv)
to the knowledge of Holdings and the Subsidiaries, no Hazardous Material is


                                      -65-

<PAGE>

located at any property currently owned, operated or leased by the Borrower or
any of the other Subsidiaries that would reasonably be expected to give rise to
any cost, liability or obligation of the Borrower or any of the other
Subsidiaries under any Environmental Laws, and no Hazardous Material has been
generated, owned or controlled by the Borrower or any of the other Subsidiaries
and transported to or released at any location in a manner that would reasonably
be expected to give rise to any cost, liability or obligation of the Borrower or
any of the other Subsidiaries under any Environmental Laws, (v) to the knowledge
of Holdings and the Borrower, there are no agreements in effect on the date of
this Agreement pursuant to which Holdings or any of the Subsidiaries has
expressly assumed or undertaken responsibility for any liability or obligation
of any other Person arising under or relating to Environmental Laws, which in
any such case has not been made available to the Administrative Agent prior to
the date of this Agreement; (vi) to the knowledge of Holdings and the Borrower,
there are no landfills or disposal areas located at, on, in or under the assets
of Holdings or any Subsidiary for which Holdings or any Subsidiary does not hold
an authorization pursuant to Mining Laws and which are closed or to be closed
and reclaimed pursuant to Reclamation Laws, and (vii) to the knowledge of
Holdings and the Subsidiaries as of the Closing Date, except as listed on
Schedule 3.15(viii), there are not currently and at all relevant times there
have not been any underground storage tanks "owned," or "operated" (as defined
by applicable Environmental Law) by any of Holdings, the Borrower or any other
Subsidiary or present or located on Holdings', the Borrower's or any other
Subsidiary's Real Property.

          SECTION 3.16. Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the Collateral Agent (for the
benefit of the Secured Parties) a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of the
Pledged Collateral described in the Guarantee and Collateral Agreement, when
certificates or promissory notes, as applicable, representing such Pledged
Collateral are delivered to the Collateral Agent, and in the case of the other
Collateral described in the Guarantee and Collateral Agreement (other than the
Intellectual Property (as defined in the Guarantee and Collateral Agreement)),
when financing statements and other filings specified in Section I.A. and
Exhibits B and C of the Perfection Certificate in appropriate form are filed in
the offices specified therein, the Collateral Agent (for the benefit of the
Secured Parties) shall have a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral and,
subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds
thereof, as security for the Obligations to the extent perfection can be
obtained by filing UCC financing statements, in each case prior and superior in
right to any other person (except, in the case of Collateral other than Pledged
Collateral, Liens expressly permitted by Section 6.02 and Liens having priority
by operation of law).

          (b) When the Guarantee and Collateral Agreement or a summary thereof
is properly filed in the United States Patent and Trademark Office and the
United States Copyright Office, and, with respect to Collateral in which a
security interest cannot be perfected by such filings, upon the proper filing of
the financing statements referred to in paragraph (a) above, the Collateral
Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien
on, and security interest in, all right, title and interest of the Loan Parties
thereunder in the Intellectual Property, in each case prior and superior in
right to any other person (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 and patents,
trademark and patent applications and registered copyrights acquired by the
grantors after the Closing Date).


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<PAGE>

          (c) The Mortgages executed and delivered on the Closing Date pursuant
to Section 4.01 and the Mortgages executed and delivered after the Closing Date
pursuant to Section 5.09 shall be effective to create in favor of the Collateral
Agent (for the benefit of the Secured Parties) a legal, valid and enforceable
Lien on all of the Loan Parties' right, title and interest in and to the
Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages
are filed or recorded in the proper real estate filing or recording offices, the
Collateral Agent (for the benefit of the Secured Parties) shall have a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property and, to the extent applicable,
subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior
and superior in right to any other Person, other than with respect to the rights
of a person pursuant to Liens expressly permitted by Section 6.02(a) and Liens
having priority by operation of law.

          SECTION 3.17. Location of Real Property and Leased Premises. Exhibit B
to the Perfection Certificate lists completely and correctly as of the Closing
Date (a) all Material Real Property (including each owned Initial Mortgaged
Property) owned by Holdings, the Borrower and the Subsidiary Loan Parties and
the addresses or location thereof and (b) all Material Real Property leased by
Holdings, the Borrower and the Domestic Subsidiary Loan Parties (including each
leased Initial Mortgaged Property) and the addresses or location thereof.

          SECTION 3.18. Solvency. (a) Immediately after giving effect to the
Transactions (i) the fair value of the assets of the Borrower (individually) and
Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will
exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of the Borrower (individually) and Holdings and its Subsidiaries on a
consolidated basis, respectively; (ii) the present fair saleable value of the
property of the Borrower (individually) and Holdings and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Borrower (individually) and Holdings and its
Subsidiaries on a consolidated basis, respectively, on their debts and other
liabilities, direct, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (iii) the Borrower (individually)
and Holdings and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, direct, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (iv) the Borrower
(individually) and Holdings and its Subsidiaries on a consolidated basis will
not have unreasonably small capital with which to conduct the businesses in
which they are engaged as such businesses are now conducted and are proposed to
be conducted following the Closing Date.

          (b) None of Holdings or the Borrower intend to, and does not believe
that it or any of its Subsidiaries will, incur debts beyond its ability to pay
such debts as they mature, taking into account the timing and amounts of cash to
be received by it or any such Subsidiary and the timing and amounts of cash to
be payable on or in respect of its Indebtedness or the Indebtedness of any such
Subsidiary.

          SECTION 3.19. Labor Matters. As of the Closing Date there are no
strikes pending or, to the knowledge of Holdings or the Borrower, threatened
against Holdings, the Borrower or any of the Subsidiaries that, individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect. The hours worked and payments made to employees of Holdings, the
Borrower and the Subsidiaries have not been in violation in any material respect
of the Fair Labor Standards Act or any other applicable law dealing with such
matters. All material payments due from Holdings, the Borrower or any of the
Subsidiaries or for which any claim may be made against Holdings, the Borrower
or any of the Subsidiaries, on account of


                                      -67-

<PAGE>

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 to the extent required by GAAP. Except as set forth on Schedule 3.19,
consummation of the Transactions will not give rise to a 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 of the Subsidiaries (or any
predecessor) is a party or by which Holdings, the Borrower or any of the
Subsidiaries (or any predecessor) is bound, other than collective bargaining
agreements that, individually or in the aggregate, are not material to Holdings,
the Borrower and the Subsidiaries, taken as a whole.

          SECTION 3.20. Insurance. Schedule 3.20 sets forth a true, complete and
correct description of all material insurance maintained by or on behalf of
Holdings, the Borrower or the Subsidiaries as of the Closing Date. As of such
date, such insurance is in full force and effect. The Borrower believes that the
insurance maintained by or on behalf of Holdings, the Borrower and the
Subsidiaries is adequate.

          SECTION 3.21. Representations and Warranties in Acquisition
Agreements. All representations and warranties of each of the Loan Parties set
forth in each of the Acquisition Agreements were true and correct in all
material respects as of the time such representations and warranties were made
and shall be true and correct in all material respects as of the Closing Date as
if such representations and warranties were made on and as of such date, unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date.

          SECTION 3.22. Bonding Capacity. Each of Holdings, the Borrower and
each of the other Subsidiaries 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.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

          The obligations of (a) the Lenders (including the Swingline Lenders)
to make Loans and (b) any Issuing Bank to issue Letters of Credit or increase
the stated amounts of Letters of Credit hereunder (each, a "Credit Event") are
subject to the satisfaction of the following conditions:

          SECTION 4.01. First Credit Event. The several obligation of each
Lender to make the Loans requested to be made by it on the Closing Date and the
several obligation of each Issuing Bank to issue, amend, extend or renew Letters
of Credit on the Closing Date, are subject to satisfaction on the Closing Date
of the following conditions precedent:

          (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.

          (b) The Administrative Agent shall have received, on behalf of itself,
the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, a
favorable written


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<PAGE>

opinion of (i) Bartlit Beck Herman Palenchar & Scott LLP, counsel for the Loan
Parties, substantially as set forth in Exhibit H, (ii) Vaughn R. Groves, General
Counsel and Vice President of the Borrower, substantially to the effect set
forth in Exhibit I, and (iii) each special and local counsel reasonably
satisfactory to the Administrative Agent as specified on Schedule 4.01(b), in
each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the
Administrative Agent, the Collateral Agent and the Lenders and (C) in form and
substance reasonably satisfactory to the Administrative Agent and covering such
other matters relating to the Loan Documents and the Transactions as the
Administrative Agent shall reasonably request, and each Loan Party hereby
instructs its counsel to deliver such opinions.

          (c) The Administrative Agent shall have received in the case of each
Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv)
below:

          (i) a copy of the certificate or articles of incorporation or
     formation, including all amendments thereto, of each Loan Party, (A) in the
     case of a corporation, certified as of a recent date by the Secretary of
     State (or other similar official) of the jurisdiction of its organization,
     and a certificate as to the good standing (to the extent such concept or a
     similar concept exists under the laws of such jurisdiction) of each such
     Loan Party as of a recent date from such Secretary of State (or other
     similar official) or (B) in the case of a partnership or limited liability
     company, certified by the Secretary or Assistant Secretary of each such
     Loan Party to the extent a certified certificate of formation is not
     available from the Secretary of State (or other similar official) of the
     jurisdiction of its organization;

          (ii) a certificate of the Secretary or Assistant Secretary or similar
     officer of each Loan Party dated the Closing Date and certifying

               (A) that attached thereto is a true and complete copy of the
          bylaws (or partnership agreement, limited liability company agreement
          or other equivalent governing documents) 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 (or equivalent
          governing body) of such Loan Party (or its managing general partner or
          managing member or board of managers) authorizing the execution,
          delivery and performance of the Loan Documents to which such person is
          a party and, in the case of the Borrower, the borrowings hereunder,
          and that such resolutions have not been modified, rescinded or amended
          and are in full force and effect on the Closing Date,

               (C) that the certificate or articles of incorporation or
          formation, and bylaws, partnership agreement or limited liability
          agreement of such Loan Party have not been amended since the date of
          the last amendment thereto disclosed pursuant to clause (i) and
          (ii)(A) above, respectively,

               (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 and


                                      -69-

<PAGE>

               (E) as to the absence of any pending proceeding for the
          dissolution or liquidation of such Loan Party or, to the knowledge of
          such person, threatening the existence of such Loan Party;

          (iii) a certificate of another officer as to the incumbency and
     specimen signature of the Secretary or Assistant Secretary or similar
     officer executing the certificate pursuant to clause (ii) above; and

          (iv) such other documents as the Administrative Agent, the Lenders and
     any Issuing Bank on the Closing Date may reasonably request (including tax
     identification numbers and addresses).

          (d) The Collateral and Guarantee Requirement shall have been satisfied
(subject to Section 5.14(b)) and the Administrative Agent shall have received a
completed Perfection Certificate dated the Closing Date and signed by a
Responsible Officer of the Borrower, together with all attachments contemplated
thereby, including the results of a search of the UCC (or equivalent) filings
made with respect to the Loan Parties in the jurisdictions contemplated by the
Perfection Certificates and copies of the financing statements (or similar
documents) disclosed by such search and evidence reasonably satisfactory to the
Administrative Agent that the Liens indicated by such financing statements (or
similar documents) are permitted by Section 6.02 or have been released.

          (e) The Acquisition and the other Transactions shall have been
consummated or shall be consummated simultaneously with or immediately following
the closing under this Agreement in accordance with the Acquisition Agreements
and all other related documentation (without material amendment, modification or
waiver thereof which is adverse to the Lenders (as reasonably determined by the
Administrative Agent) without the prior consent of the Administrative Agent).

          (f) The Lenders shall have received the financial statements referred
to in Section 3.05.

          (g) The Borrower shall have delivered a certificate, in form and
substance reasonably satisfactory to the Arrangers, demonstrating in reasonable
detail that the incurrence of indebtedness up to the full amount of the
Facilities (and the Liens securing the Facilities) are on the Closing Date and
will be at all times thereafter, permitted pursuant to the terms of the Senior
Note Indenture.

          (h) After giving effect to the Transactions and the other transactions
contemplated hereby, Holdings and the Subsidiaries shall have outstanding no
Indebtedness other than (i) the Loans and other extensions of credit under this
Agreement, (ii) the Senior Notes, (iii) the Installment Notes, (iv)
approximately $2.6 million of Capital Lease Obligations or purchase money
Indebtedness, and (v) other Indebtedness permitted pursuant to Section 6.01.

          (i) The Lenders shall have received a solvency certificate
substantially in the form of Exhibit F and signed by the Chief Financial Officer
or another Financial Officer of each of Holdings and the Borrower confirming the
solvency of Holdings, the Borrower and the Subsidiaries on a consolidated basis
after giving effect to the Transactions.


                                      -70-

<PAGE>

          (j) There shall not have been any Material Adverse Effect, after
giving effect to the Transactions, taken as a whole, since December 31, 2004.

          (k) Except as set forth in Schedule 3.04, no provision of any
applicable law or regulation, including Mining Laws, and no judgment,
injunction, order or decree shall prohibit the consummation of the Transactions,
and all material actions by or in respect of or material filings with any
Governmental Authority required to permit the consummation of the Transactions
shall have been taken, made or obtained, except for any such actions or filings
the failure to take, make or obtain would not be material to the Borrower and
its Subsidiaries, taken as a whole.

          (l) The Agents shall have received all fees payable thereto or to any
Lender on or prior to the Closing Date and, to the extent invoiced, all other
amounts due and payable pursuant to the Loan Documents on or prior to the
Closing Date, including, to the extent invoiced, reimbursement or payment of all
reasonable out-of-pocket expenses (including reasonable fees, charges and
disbursements of Weil Gotshal & Manges LLP and local counsel) required to be
reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

          (m) The representations and warranties set forth in Article III shall
be true and correct in all material respects on and as of the Closing Date.

          (n) The Lenders shall have received the Borrower's business plan (to
the extent updated or supplemented after September 23, 2005), which shall
include a financial forecast on a quarterly basis for the first twelve months
after the Closing Date and on an annual basis thereafter through the year of the
Tranche B Maturity Date.

          (o) The Leverage Ratio shall not be greater than 2.50 to 1.00 on a Pro
Forma Basis giving effect to the Transactions (including the scheduled repayment
of the first installment of principal due on the Installment Notes within 10
days of closing, but excluding any Closing Date Revolving Facility Borrowings);
and

          (p) The Administrative Agent shall have received certificates of
insurance with respect to the Loan Parties in form and substance reasonably
satisfactory to the Administrative Agent, meeting the requirements of Section
5.02 and with endorsements naming the Collateral Agent as additional insured and
as loss payee.

          (q) (i) All Indebtedness under the Existing Credit Agreement shall
have been repaid in full, (ii) the Existing Credit Agreement and all Loan
Documents (as defined therein), and all commitments thereunder, shall have been
terminated on terms reasonably satisfactory to the Administrative Agent and
(iii) the Administrative Agent shall have received a payoff letter duly executed
and delivered by the Borrower and the Existing Agent or other evidence of such
termination in each case in form and substance reasonably satisfactory to the
Administrative Agent.

          (r) The Administrative Agent shall have received a certificate signed
by a Responsible Officer of each of Holdings and the Borrower (together with
satisfactory supporting schedules and other data) as to the matters set forth in
clauses (e), (h), (j), (k) and (o) of this Section 4.01.


                                      -71-

<PAGE>

          SECTION 4.02. All Credit Events. On the date of each Borrowing and on
the date of each issuance, amendment, extension or renewal of a Letter of
Credit:

          (a) The Administrative Agent shall have received (i) in the case of a
Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing
Request shall have been deemed given in accordance with the last paragraph of
Section 2.03) or, in the case of the issuance of a Letter of Credit, the
applicable Issuing Bank and the Administrative Agent shall have received a
notice requesting the issuance of such Letter of Credit as required by Section
2.05(b), and (ii) to the extent required by Section 2.01(c)(ii), a certificate
of the Borrower which satisfies the requirements of Section 2.01(c)(ii).

          (b) The representations and warranties set forth in Article III hereof
shall be true and correct in all material respects on and as of the date of such
Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, as
applicable, 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 as of such earlier date).

          (c) At the time of and immediately after such Borrowing or issuance,
amendment, extension or renewal of a Letter of Credit, as applicable, no Event
of Default or Default shall have occurred and be continuing.

          Each Borrowing and each issuance, amendment, extension or renewal of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing, issuance, amendment, extension or
renewal as applicable, as to the matters specified in paragraphs (b) and (c) of
this Section 4.02.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

          Each of Holding 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, unless the
Required Lenders shall otherwise consent in writing, 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 (i) obtain,
preserve, renew, extend and keep in full force and effect the permits,
franchises, authorizations, patents, trademarks, service marks, trade names,
copyrights, licenses and rights with respect thereto necessary to the normal
conduct of its business, (ii) comply in all material respects with all material
applicable laws, rules, regulations (including any zoning, mining, building,
ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting the Mortgaged Properties) and judgments, writs,
injunctions, decrees and orders of any Governmental


                                      -72-

<PAGE>

Authority, whether now in effect or hereafter enacted and (iii) at all times
maintain and preserve all property necessary to the normal conduct of its
business and keep such property in good repair, working order and condition 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, if any, may be properly
conducted at all times (in each case except as expressly permitted by this
Agreement).

          SECTION 5.02. Insurance. (a) 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, in the case of self-insurance, the Borrower and the Subsidiaries maintain
supplemental insurance coverage for any per claim loss resulting in a payment in
excess of $1,000,000; maintain such other 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).

          (b) Notify the Administrative Agent and the Collateral Agent promptly
whenever any separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by Holdings, the Borrower or any of the Subsidiaries; and promptly deliver to
the Administrative Agent and the Collateral Agent a duplicate original copy of
such policy or policies, or an insurance certificate with respect thereto.

          (c) In connection with the covenants set forth in this Section 5.02,
it is understood and agreed that:

          (i) none of the Agents, the Lenders, the Issuing Bank and their
     respective agents or employees shall be liable for any loss or damage
     insured by the insurance policies required to be maintained under this
     Section 5.02, it being understood that (A) the Borrower and the other Loan
     Parties shall look solely to their insurance companies or any other parties
     other than the aforesaid parties for the recovery of such loss or damage
     and (B) such insurance companies shall have no rights of subrogation
     against the Agents, the Lenders, any Issuing Bank or their agents or
     employees. If, however, the insurance policies do not provide waiver of
     subrogation rights against such parties, as required above, then each of
     Holdings, and the Borrower hereby agree, to the extent permitted by law, to
     waive, and to cause each of the Subsidiaries to waive, its right of
     recovery, if any, against the Agents, the Lenders, any Issuing Bank and
     their agents and employees; and

          (ii) the designation of any form, type or amount of insurance coverage
     by the Administrative Agent or the Collateral Agent under this Section 5.02
     shall in no event be deemed a representation, warranty or advice by the
     Administrative Agent, the Collateral Agent or the Lenders that such
     insurance is adequate for the purposes of the business of Holdings, the
     Borrower and the Subsidiaries or the protection of their properties.

          SECTION 5.03. Taxes. (a) Pay and discharge promptly when due all
material Taxes, assessments and governmental charges or levies imposed upon it
or upon its income or


                                      -73-

<PAGE>

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, 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 Holdings, the Borrower or the affected Subsidiary,
as applicable, shall have set aside on its books reserves, if any, required in
accordance with GAAP with respect thereto.

          SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Administrative Agent (which will promptly furnish such information to the
Lenders):

          (a) within 90 days (or such shorter period as the SEC shall specify
for the filing of Annual Reports on Form 10-K) after the end of each fiscal year
beginning with the fiscal year ended December 31, 2005, a consolidated balance
sheet and related statements of operations, cash flows and owners' equity
showing the financial position of Holdings and the Subsidiaries as of the close
of such fiscal year and the consolidated results of their operations during such
year and setting forth in comparative form the corresponding figures for the
prior fiscal year, all audited by KPMG LLP or such other independent public
accountants of recognized national standing reasonably acceptable to the
Administrative Agent 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 position and results of operations of Holdings and the Subsidiaries on
a consolidated basis in accordance with GAAP (it being understood that the
delivery by Holdings of Annual Reports on Form 10-K of Holdings and its
consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a)
to the extent such Annual Reports include the information specified herein);

          (b) within 45 days (or such shorter period as the SEC shall specify
for the filing of Quarterly Reports on Form 10-Q) after the end of each of the
first three fiscal quarters of each fiscal year beginning with the fiscal
quarter ended September 30, 2005, a consolidated balance sheet and related
statements of operations and cash flows showing the financial position of
Holdings and the Subsidiaries as of the close of such fiscal quarter and the
consolidated results of their operations during such fiscal quarter and the
then-elapsed portion of the fiscal year and setting forth in comparative form
the corresponding figures for the corresponding periods of the prior fiscal
year, all certified by a Financial Officer of Holdings, on behalf of Holdings,
as fairly presenting, in all material respects, the financial position and
results of operations of Holdings and the Subsidiaries on a consolidated basis
in accordance with GAAP (subject to normal year-end audit adjustments and the
absence of footnotes) (it being understood that the delivery by Holdings of
Quarterly Reports on Form 10-Q of Holdings and its consolidated Subsidiaries
shall satisfy the requirements of this Section 5.04(b) to the extent such
Quarterly Reports include the information specified herein);

          (c) (x) concurrently with any delivery of financial statements under
(a) or (b) above, a certificate of a Financial Officer of Holdings (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) commencing with the fiscal period ending December 31, 2005 setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and
6.12 and (y) concurrently with any delivery of financial statements under (a)
above, a certificate of the accounting firm opining on or certifying such
statements stating whether they obtained knowledge during the course of their
examination


                                      -74-

<PAGE>

of such statements of any Default or Event of Default (which certificate may be
limited to accounting matters and disclaim responsibility for legal
interpretations);

          (d) promptly after the same become publicly available, copies of all
periodic and other publicly available reports, proxy statements and, to the
extent requested by the Administrative Agent, other materials filed by Holdings,
the Borrower or any of the Subsidiaries with the SEC, or after an initial public
offering, distributed to its stockholders generally, as applicable;

          (e) within 90 days after the end of each fiscal year, a copy of
summary projections by Holdings and the Subsidiaries of the operating budget and
cash flow budget of Holdings and the Subsidiaries for the succeeding fiscal
year, such projections to be accompanied by a certificate of a Financial Officer
of Holdings to the effect that, to the best of his knowledge, such projections
have been prepared based on assumptions believed by Holdings to be reasonable;

          (f) upon the reasonable request of the Administrative Agent, updated
Perfection Certificates (or, to the extent such request relates to specified
information contained in the Perfection Certificates, such information)
reflecting all changes since the date of the information most recently received
pursuant to this paragraph (g) or Section 5.09(e);

          (g) promptly, a copy of all reports of independent third parties
submitted to the Board of Directors (or any committee thereof) of any of
Holdings, the Borrower or any Subsidiary (x) in connection with any material
interim or special audit made by independent accountants of the books of
Holdings, the Borrower or any Subsidiary or (y) valuing the coal reserves or
constituting, in whole or in part, a material mine plan or material change to
any material mining plan;

          (h) promptly, from time to time, such other information regarding the
operations (including as to coal reserves), business affairs and financial
condition of Holdings, the Borrower or any of the Subsidiaries, or compliance
with the terms of any Loan Document, or such consolidating financial statements,
as in each case the Administrative Agent may reasonably request (for itself or
on behalf of any Lender); and

          (i) promptly upon request by the Administrative Agent, copies of: (i)
each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed with the Internal Revenue Service with respect to a Plan; (ii) the most
recent actuarial valuation report for any Plan; (iii) all notices received from
a Multiemployer Plan sponsor or any governmental agency concerning an ERISA
Event; and (iv) such other documents or governmental reports or filings relating
to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably
request.

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

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

          (b) the filing or commencement of, or any written threat or notice of
intention of any person to file or commence, any action, suit or proceeding,
whether at law or in


                                      -75-

<PAGE>

equity or by or before any Governmental Authority or in arbitration, against
Holdings, the Borrower or any of the Subsidiaries as to which an adverse
determination is reasonably probable and which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect;

          (c) any other development specific to Holdings, the Borrower or any of
the Subsidiaries that is not a matter of general public knowledge and that has
had, or could reasonably be expected to have, a Material Adverse Effect; and

          (d) the occurrence of any ERISA Event, that together with all other
ERISA Events that have occurred, could reasonably be expected to have a Material
Adverse Effect.

          SECTION 5.06. Compliance with Laws. Comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property (owned or leased) and all Mining Laws and Mining Permits, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; provided that this Section 5.06
shall not apply to Environmental Laws and Mining Laws, which are the subject of
Section 5.13, or to laws related to Taxes, which are the subject of Section
5.03.

          SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent or, upon the occurrence and
during the continuance of an Event of Default, any Lender to visit and inspect
the financial records and the properties of Holdings, the Borrower or any of the
Subsidiaries at reasonable times during normal business hours, upon reasonable
prior notice to Holdings or the Borrower, and as often as reasonably requested
and to make extracts from and copies of such financial records, and permit any
persons designated by the Agents or, upon the occurrence and during the
continuance of an Event of Default, any Lender upon reasonable prior notice to
Holdings or the Borrower to discuss the affairs, finances and condition of
Holdings, the Borrower or any of the Subsidiaries with the officers thereof and
independent accountants therefor (subject to reasonable requirements of
confidentiality, including requirements imposed by law or by contract).

          SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and the
issuance of Letters of Credit solely for the purposes described in Section 3.11.

          SECTION 5.09. Further Assurances; Additional Mortgages. (a) Execute
any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements, fixture filings, Mortgages and other documents and
recordings of Liens in stock registries), that may be required under any
applicable law, or that the Administrative Agent may reasonably request, to
cause the Collateral and Guarantee Requirement to be and remain satisfied, all
at the expense of the Loan Parties and provide to the Administrative Agent, from
time to time upon reasonable request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

          (b) If any asset (other than real property, which is covered by
Section 5.09(c) below) that has an individual fair market value in an amount
greater than $5.0 million is acquired by Holdings, the Borrower or any other
Loan Party after the Closing Date or owned by an entity at the time it becomes a
Subsidiary Loan Party (in each case other than assets constituting Collateral
under a Security Document that become subject to the Lien of such Security
Document


                                      -76-

<PAGE>

upon acquisition thereof), cause such asset to be subjected to a Lien securing
the Obligations and take, and cause the Subsidiary Loan Parties to take, within
20 Business Days following such acquisition or other occurrence, such actions as
shall be necessary or reasonably requested by the Administrative Agent to grant
and perfect such Liens, including actions described in paragraph (a) of this
Section, all at the expense of the Loan Parties, subject to paragraph (f) below.

          (c) If any real property that constitutes Material Real Property is
acquired by the Borrower or any Domestic Subsidiary Loan Party after the Closing
Date, or any real property owned or leased by the Borrower or any Domestic
Subsidiary Loan Party becomes Material Real Property (as a result of the
commencement of new mining operations, increases in production or minimum
royalty amounts under Mining Leases, or otherwise) at any time after the Closing
Date, the Borrower or such Domestic Subsidiary Loan Party shall grant to the
Collateral Agent security interests and Mortgages in such Material Real Property
(to the extent not covered by the Mortgages delivered on the Closing Date),
pursuant to documentation substantially in the form of the Mortgages delivered
to the Collateral Agent on the Closing Date or in such other form as is
reasonably satisfactory to the Collateral Agent (each, an "Additional Mortgage")
and constituting valid and enforceable perfected Liens superior to and prior to
the rights of all third persons subject to no other Liens except as are
permitted by Section 6.02 or arising by operation of law, at the time of
perfection thereof, record or file, and cause each such Subsidiary to record or
file, the Additional Mortgage or instruments related thereto in such manner and
in such places as is required by law to establish, perfect, preserve and protect
the Liens in favor of the Collateral Agent required to be granted pursuant to
the Additional Mortgages and pay, and cause each such Subsidiary to pay, in
full, all Taxes, fees and other charges payable in connection therewith, in each
case subject to paragraph (f) below, in each case within 20 Business Days
following such acquisition. With respect to each such Additional Mortgage, the
Borrower shall deliver to the Collateral Agent contemporaneously therewith an
opinion of counsel and such other documents, instruments, certificates and
materials, in each case to the extent reasonably requested by the Collateral
Agent.

          (d) If any additional direct or indirect Subsidiary of Holdings is
formed or acquired after the Closing Date and if such Subsidiary is a Domestic
Subsidiary Loan Party, within five Business Days after the date such Subsidiary
is formed or acquired, notify the Administrative Agent and the Lenders thereof
and, within 20 Business Days after the date such Subsidiary is formed or
acquired, cause the Collateral and Guarantee Requirement to be satisfied with
respect to such Subsidiary and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

          (e) In the case of the Borrower, (i) furnish to the Collateral Agent
prompt written notice of any change (A) in any Loan Party's corporate or
organization name, (B) in any Loan Party's identity or organizational structure
or (C) in any Loan Party's organizational identification number; provided that
the Borrower shall not effect or permit any such change unless all filings have
been made, or will have been made within any statutory period, under the UCC or
otherwise 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 for the benefit of the Secured Parties and (ii)
promptly notify the Administrative Agent if any material portion of the
Collateral is damaged or destroyed.

          (f) The Collateral and Guarantee Requirement and the other provisions
of this Section 5.09 need not be satisfied with respect to (i) any Material Real
Property held by Holdings, the Borrower or any of the other Loan Parties as a
lessee under a lease only to the


                                      -77-

<PAGE>

extent that such lease does not permit the granting of a mortgage or lien
thereon and consent has not been obtained, provided, however that mortgages
shall be granted subject to savings clauses in such cases to the extent such
consents are not obtained; provided, however, Holdings, the Borrower and the
other Loan Parties shall use commercially reasonable efforts to obtain the
consent of the landlord under such lease to the extent required to grant a
Mortgage thereon, (ii) any Equity Interests acquired after the Closing Date in
accordance with this Agreement if, and to the extent that, and for so long as
(A) doing so would violate applicable law or a contractual obligation binding on
such Equity Interests and (B) such law or obligation existed at the time of the
acquisition thereof and was not created or made binding on such Equity Interests
in contemplation of or in connection with the acquisition of such Subsidiary
(provided that the foregoing clause (B) shall not apply in the case of a joint
venture, including a joint venture that is a Subsidiary but excluding Dominion
Terminal Associates and Excelven Pty Limited), (iii) any assets acquired after
the Closing Date, to the extent that, and for so long as, taking such actions
would violate a contractual obligation binding on such assets that existed at
the time of the acquisition thereof and was not created or made binding on such
assets in contemplation or in connection with the acquisition of such assets
(except in the case of assets acquired with Indebtedness permitted pursuant to
Section 6.01(i) that is secured by a Lien permitted pursuant to Section
6.02(i)), (iv) any asset of a Foreign Subsidiary if the granting of a Lien on
such asset would result in materially adverse tax or legal consequences to
Holdings and the Subsidiaries (as determined by the Borrower reasonably and in
good faith) or (v) any asset of a Foreign Subsidiary if the Borrower
demonstrates to the Collateral Agent and the Collateral Agent determines (in its
reasonable discretion) that the cost of the satisfaction of the Collateral and
Guarantee Requirement of this Section 5.09 with respect thereto exceeds the
value of the security offered thereby; provided that, upon the reasonable
request of the Collateral Agent, Holdings shall, and shall cause any applicable
Subsidiary Loan Party to, use commercially reasonable efforts to have waived or
eliminated any contractual obligation of the types described in clauses (ii) and
(iii) above, other than those set forth in a joint venture agreement to which
Holdings or any Subsidiary is a party.

          SECTION 5.10. Fiscal Year; Accounting. In the case of Holdings and the
Subsidiaries, cause their fiscal year to end on December 31.

          SECTION 5.11. Proceeds of Certain Dispositions. If, as a result of the
receipt of any cash proceeds by the Borrower or any Subsidiary in connection
with any sale, transfer, lease or other disposition of any asset, including any
Equity Interest, the Borrower would be required by the terms of the Senior Note
Indenture to make an offer to purchase any Senior Notes, as applicable, then, in
the case of the Borrower or a Subsidiary, prior to the first day on which the
Borrower would be required to commence such an offer to purchase, (i) prepay
Loans in accordance with Section 2.11 or (ii) acquire assets, Equity Interests
or other securities in a manner that is permitted by Section 6.04 or Section
6.05, in each case in a manner that will eliminate any such requirement to make
such an offer to purchase.

          SECTION 5.12. Maintenance of Ratings. Maintain at all times while
Tranche B Term Loans are outstanding a rating of the facilities provided
hereunder with Moody's and S&P.

          SECTION 5.13. Environmental and Mining Laws. Etc. (a) Comply, and take
all commercially reasonable 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


                                      -78-

<PAGE>

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, monitoring 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 liability pursuant to Environmental Law or Mining Law,
including the performance of any remediation or reclamation as may be required
and (ii) ensure that there shall be no Releases of Hazardous Materials in, on,
under or from any Mortgaged Property or other facility of Holdings and the
Subsidiaries that could be reasonably expected to result in a material Liability
under any Mining Laws or Environmental Laws.

          (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 Liability under any Mining Laws or Environmental Laws that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect (except to the extent such materials would be protected
from disclosure by an attorney-client privilege in a court of competent
jurisdiction).

          SECTION 5.14. Post-Closing Requirements.

          (a) Use commercially reasonable efforts to obtain promptly any action,
consent or approval of, registration or filing with or any other action by any
Governmental Authority listed on Schedule 3.04 to the extent not performed or
obtained on or before the Closing Date, and, upon the request of the
Administrative Agent (which shall be made not more than once per quarter),
provide to the Administrative Agent a written description of the status of the
matters referred to in Schedule 3.04.

          (b) Deliver on or before the date that is 30 days following the
Closing Date (or such later date as the Administrative Agent may reasonably
approve) each of the items set forth on Schedule 5.14(b).

                                   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, 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 canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, neither Holdings nor the
Borrower will, or will cause or permit any of the Subsidiaries to:


                                      -79-

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

          (a) Indebtedness existing on the Closing Date and set forth on
Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to Refinance
such Indebtedness (other than intercompany Indebtedness Refinanced with
Indebtedness owed to a person not affiliated with Holdings or any Subsidiary);

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

          (c) Indebtedness of Holdings and the Subsidiaries pursuant to Swap
Agreements permitted by Section 6.13;

          (d) Indebtedness owed to (including obligations in respect of letters
of credit or bank guarantees or similar instruments for the benefit of) any
person providing workers' compensation, health, disability or other employee
benefits or property, casualty or liability insurance to Holdings or any
Subsidiary, pursuant to reimbursement or indemnification obligations to such
person, provided that upon the incurrence of Indebtedness with respect to
reimbursement obligations regarding workers' compensation claims, such
obligations are reimbursed not later than 30 days following such incurrence;

          (e) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary, provided that (i)
Indebtedness of any Subsidiary that is not a Loan Party to the Loan Parties
shall be subject to Section 6.04(a) and (ii) Indebtedness of any Loan Party to
any Subsidiary that is not a Loan Party (the "Subordinated Intercompany Debt")
shall be subordinated to the Obligations on terms reasonably satisfactory to the
Administrative Agent;

          (f) Indebtedness in respect of performance bonds, bid bonds, appeal
bonds, surety bonds and completion guarantees and similar obligations under
Mining Law or Environmental Law or with respect to workers' compensation
benefits, in each case provided in the ordinary course of business, including
those incurred to secure obligations under health, safety, mining and
environmental obligations in the ordinary course of business;

          (g) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business or other cash management
services in the ordinary course of business, provided that (x) such Indebtedness
(other than credit or purchase cards) is extinguished within three Business Days
of its incurrence and (y) such Indebtedness in respect of credit or purchase
cards is extinguished within 60 days from its incurrence;

          (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date
or a corporation or other entity merged into or consolidated with the Borrower
or any Subsidiary after the Closing Date and Indebtedness assumed in connection
with the acquisition of assets, which Indebtedness in each case, exists at the
time of such acquisition, merger or consolidation and is not created in
contemplation of such event and where such acquisition, merger or consolidation
is permitted by this Agreement and (ii) any Permitted Refinancing Indebtedness
incurred to Refinance such Indebtedness, provided that the aggregate principal
amount of such Indebtedness at the time of, and after giving effect to, such
acquisition, merger or consolidation, such assumption or such incurrence, as
applicable (together with Indebtedness outstanding pursuant to


                                      -80-

<PAGE>

this paragraph (h), paragraph (i) of this Section 6.01 and the Remaining Present
Value of outstanding leases permitted under Section 6.03), would not exceed 5.0%
of Consolidated Total Assets as of the end of the fiscal quarter immediately
prior to the date of such acquisition, merger or consolidation, such assumption
or such incurrence, as applicable, for which financial statements have been
delivered pursuant to Section 5.04;

          (i) Capital Lease Obligations, mortgage financings and purchase money
Indebtedness incurred by Holdings or any Subsidiary prior to or within 270 days
after the acquisition, lease or improvement of the respective asset permitted
under this Agreement in order to finance such acquisition or improvement, and
any Permitted Refinancing Indebtedness in respect thereof, in an aggregate
principal amount that at the time of, and after giving effect to, the incurrence
thereof (together with Indebtedness outstanding pursuant to paragraph (h) of
this Section 6.01, this paragraph (i) and the Remaining Present Value of leases
permitted under Section 6.03) would not exceed 5.0% of Consolidated Total Assets
as of the end of the fiscal quarter immediately prior to the date of such
incurrence for which financial statements have been delivered pursuant to
Section 5.04;

          (j) Capital Lease Obligations incurred by Holdings or any Subsidiary
in respect of any Sale and Lease-Back Transaction that is permitted under
Section 6.03;

          (k) other Indebtedness, in an aggregate principal amount at any time
outstanding pursuant to this paragraph (k) not in excess of $100.0 million;

          (l) Indebtedness of the Borrower and Alpha Natural Resources Capital
Corp. pursuant to the Senior Notes in an aggregate principal amount that is not
in excess of the sum of $175.0 million and any Permitted Refinancing
Indebtedness incurred to Refinance such Indebtedness in the form of Permitted
Senior Debt Securities;

          (m) Guarantees (i) by the Loan Parties of the Indebtedness of the
Borrower and Alpha Natural Resources Capital Corp. described in paragraph (l),
(ii) by any Loan Party of any Indebtedness of the Borrower or any Loan Party
expressly permitted to be incurred under this Agreement, (iii) by the Borrower
or any Loan Party of Indebtedness otherwise expressly permitted hereunder of any
Subsidiary that is not a Loan Party to the extent permitted by Section 6.04(b),
(iv) by any Foreign Subsidiary that is not a Loan Party of Indebtedness of
another Foreign Subsidiary that is not a Loan Party; provided that all Foreign
Subsidiaries may guarantee obligations of other Foreign Subsidiaries under
ordinary course cash management obligations, and (v) by the Borrower of
Indebtedness of Foreign Subsidiaries incurred for working capital purposes in
the ordinary course of business on ordinary business terms so long as such
Indebtedness is permitted to be incurred under 6.01(a), (k) or (t); provided
that Guarantees by any Loan Party under this Section 6.01(m) of any other
Indebtedness of a person that is subordinated to other Indebtedness of such
person shall be expressly subordinated to the Obligations on terms consistent
with those used, or to be used, for Subordinated Intercompany Debt;

          (n) Indebtedness arising from agreements of Holdings or any Subsidiary
providing for indemnification, adjustment of purchase price, earn outs or
similar obligations, in each case, incurred or assumed in connection with the
acquisition or disposition of any business, assets or Equity Interests, other
than, in the case of a disposition by Holdings or any Subsidiary, Guarantees of
Indebtedness incurred by any person acquiring all or any portion of such
business, assets or Equity Interests for the purpose of financing such
acquisition;


                                      -81-

<PAGE>

          (o) Indebtedness in connection with Permitted Receivables Financings;
provided that the proceeds thereof are applied in accordance with Section
2.11(c);

          (p) letters of credit or bank guarantees (other than Letters of Credit
issued pursuant to Section 2.05) having an aggregate face amount not in excess
of $30.0 million;

          (q) Guarantees of Indebtedness or other obligations of contractors and
suppliers of 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 or bonding arrangements for such
contractors, or suppliers or such other person 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(q) shall not exceed $10.0 million
at any time outstanding;

          (r) Indebtedness supported by a Letter of Credit, in a principal
amount not in excess of the stated amount of such Letter of Credit;

          (s) Indebtedness consisting of (x) Installment Notes or (y) other
Permitted Senior Debt Securities, which, in the case of this clause (y), shall
be in an aggregate outstanding principal amount not in excess of $250.0 million;
provided that the foregoing dollar limitation shall not apply if either (i) the
Leverage Ratio on a Pro Forma Basis after giving effect to the incurrence of
such Indebtedness is equal to or less than 1.50 to 1 or (ii) the Net Proceeds in
respect thereof are actually utilized to repay Term Borrowings;

          (t) Indebtedness of Foreign Subsidiaries for working capital purposes
incurred in the ordinary course of business on ordinary business terms in an
aggregate amount not to exceed $10.0 million outstanding at any time

          (u) Indebtedness relating to the financing of insurance policy
premiums; provided that (i) such insurance is for the benefit of the Loan
Parties and (ii) the aggregate principal amount of Indebtedness permitted by
this Section 6.01(u) shall not exceed $25,000,000 at any time outstanding; and

          (v) all premium (if any), interest (including post-petition interest),
fees, expenses, charges and additional or contingent interest on obligations
described in paragraphs (a) through (s) above.

Notwithstanding anything to the contrary herein, Holdings shall not be permitted
to incur any Indebtedness other than Indebtedness under Sections 6.01(b), (f)
and (m).

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

          (a) Liens on property or assets of Holdings and the Subsidiaries
existing on the Closing Date and set forth on Schedule 6.02(a); provided that
such Liens shall secure only those obligations that they secure on the Closing
Date (and extensions, renewals and refinancings of such obligations permitted by
Section 6.01(a)) and shall not subsequently apply to any other property or
assets of Holdings or any Subsidiary;


                                      -82-

<PAGE>

          (b) any Lien created under the Loan Documents or permitted in respect
of any Mortgaged Property by the terms of the applicable Mortgage;

          (c) any Lien on any property or asset of Holdings or any Subsidiary
securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section
6.01(h), provided that such Lien (i) does not apply to any other property or
assets of Holdings or any of the Subsidiaries not securing such Indebtedness at
the date of the acquisition of such property or asset (other than after acquired
property subjected to a Lien securing Indebtedness and other obligations
incurred prior to such date and which Indebtedness and other obligations are
permitted hereunder that require a pledge of after acquired property, it being
understood that such requirement shall not be permitted to apply to any property
to which such requirement would not have applied but for such acquisition), (ii)
such Lien is not created in contemplation of or in connection with such
acquisition and (iii) in the case of a Lien securing Permitted Refinancing
Indebtedness, any such Lien is permitted, subject to compliance with clause (e)
of the definition of the term "Permitted Refinancing Indebtedness";

          (d) Liens for Taxes, assessments or other governmental charges or
levies not yet delinquent or that are being contested in compliance with Section
5.03;

          (e) landlord's, carriers', warehousemen's, mechanics', materialmen's,
repairmen's, construction or other like Liens arising in the ordinary course of
business and securing obligations that are not overdue by more than 30 days or
that are being contested in good faith by appropriate proceedings and in respect
of which, if applicable, Holdings or any Subsidiary shall have set aside on its
books reserves in accordance with GAAP;

          (f) (i) pledges and deposits made in the ordinary course of business
in compliance with the Federal Employers Liability Act or any other workers'
compensation, unemployment insurance and other social security laws or
regulations and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements in respect of such obligations and (ii)
pledges and deposits securing liability for reimbursement or indemnification
obligations of (including obligations in respect of letters of credit or bank
guarantees for the benefit of) insurance carriers providing property, casualty
or liability insurance to Holdings or any Subsidiary;

          (g) deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance and return of money bonds,
bids, leases, government contracts, trade contracts, and other obligations of a
like nature incurred in the ordinary course of business, including those
incurred to secure health, safety and environmental obligations in the ordinary
course of business;

          (h) zoning restrictions, easements, trackage rights, leases (other
than Capital Lease Obligations), licenses, special assessments, rights-of-way,
restrictions on use of real property and other similar encumbrances incurred in
the ordinary course of business that, in the aggregate, do not interfere in any
material respect with the ordinary conduct of the business of Holdings or any
Subsidiary or would result in a Material Adverse Effect;

          (i) purchase money security interests in equipment or other property
or improvements thereto hereafter acquired (or, in the case of improvements,
constructed) by Holdings or any Subsidiary (including the interests of vendors
and lessors under conditional sale


                                      -83-

<PAGE>

and title retention agreements); provided that (i) such security interests
secure Indebtedness permitted by Section 6.01(i) (including any Permitted
Refinancing Indebtedness in respect thereof) or Section 6.01(j), (ii) such
security interests are incurred, and the Indebtedness secured thereby is
created, within 270 days after such acquisition (or construction), (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of such equipment
or other property or improvements at the time of such acquisition (or
construction), including transaction costs incurred by Holdings or any
Subsidiary in connection with such acquisition (or construction) and (iv) such
security interests do not apply to any other property or assets of Holdings or
any Subsidiary (other than to accessions to such equipment or other property or
improvements); provided, further, that individual financings of equipment
provided by a single lender may be cross-collateralized to other financings of
equipment provided solely by such lender;

          (j) Liens securing judgments that do not constitute an Event of
Default under Section 7.01(j);

          (k) other Liens with respect to property or assets of Holdings or any
Subsidiary not constituting Collateral for the Obligations with an aggregate
fair market value (valued at the time of creation thereof) of not more than $5.0
million at any time;

          (l) any interest or title of, or Liens created by, a lessor or
sublessor under any leases or subleases entered into by Holdings or any
Subsidiary, as tenant, in the ordinary course of business and any precautionary
UCC financing statement filings in respect of operating leases entered into in
the ordinary course of business;

          (m) Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks not given in connection with
the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of Holdings or any Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of Holdings and the
Subsidiaries or (iii) relating to purchase orders and other agreements entered
into with customers of Holdings or any Subsidiary in the ordinary course of
business;

          (n) Liens in respect of Permitted Receivables Financings;

          (o) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights;

          (p) Liens securing obligations in respect of trade-related letters of
credit permitted under Section 6.01(f) or (q) and covering the goods (or the
documents of title in respect of such goods) financed by such letters of credit
and the proceeds and products thereof;

          (q) licenses or sublicenses of intellectual property granted in the
ordinary course of business;

          (r) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

          (s) Liens on the assets of a Foreign Subsidiary that do not constitute
Collateral and which secure Indebtedness of such Foreign Subsidiary that is not
otherwise secured by a Lien on the Collateral under the Loan Documents and that
is permitted to be incurred under Section 6.01(a), (k) or (s);


                                      -84-

<PAGE>

          (t) Liens upon specific items of inventory or other goods and proceeds
of Holdings or any of the Subsidiaries securing such person's obligations in
respect of bankers' acceptances issued or created for the account of such person
to facilitate the purchase, shipment or storage of such inventory or other
goods;

          (u) Liens solely on any cash earnest money deposits made by Holdings
or any of the Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;

          (v) The following encumbrances which do not, in any case, individually
or in the aggregate, materially detract from the value of any Mine subject
thereto or interfere with the ordinary conduct of the business or operations of
any Loan Party as presently conducted on, at or with respect to such Mine and as
to be conducted following the Closing Date:

          (i) encumbrances typically found upon Real Property used for mining
     purposes in the applicable jurisdiction in which the applicable Real
     Property is located to the extent such encumbrances would be permitted or
     granted by a prudent operator of mining property similar in use and
     configuration to such Real Property (e.g., surface rights agreements,
     wheelage agreements and reconveyance agreements);

          (ii) rights and easements of owners (i) of undivided interests in any
     of the Real Property where the applicable Loan Party or Subsidiary owns
     less than 100% of the fee interest, (ii) of interests in the surface of any
     Real Property where the applicable Loan Party or Subsidiary does not own or
     lease such surface interest, (iii) and lessees, if any, of coal or other
     minerals (including oil, gas and coal-bed methane) where the applicable
     Loan Party or Subsidiary does not own such coal or other minerals, and (iv)
     and lessees of other coal seams and other minerals (including oil, gas and
     coalbed methane) not owned or leased by such Loan Party or Subsidiary;
     provided, however, that the rights and easements described in clauses (i)
     through (iv) of this subclause (v) shall in no event cause any breach of
     the representations made in Section 3.07(c);

          (iii) with respect to any Real Property in which Holdings or any
     Subsidiary holds a leasehold interest, terms, agreements, provisions,
     conditions, and limitations (other than royalty and other payment
     obligations which are otherwise permitted hereunder) contained in the
     leases granting such leasehold interest and the rights of lessors
     thereunder (and their heirs, executors, administrators, successors, and
     assigns) (without limiting the Liens otherwise permitted by Section 6.02(l)
     above);

          (iv) farm, grazing, hunting, recreational and residential leases with
     respect to which Holdings or any Subsidiary is the lessor encumbering
     portions of the Real Properties to the extent such leases would be granted
     or permitted by, and contain terms and provisions that would be acceptable
     to, a prudent operator of mining properties similar in use and
     configuration to such Real Properties;

          (v) royalty and other payment obligations to sellers or transferors of
     fee coal or lease properties to the extent such obligations constitute a
     lien not yet delinquent;

          (vi) rights of others to subjacent or lateral support and absence of
     subsidence rights or to the maintenance of barrier pillars or restrictions
     on mining within certain


                                      -85-

<PAGE>

     areas as provided by any Mining Lease, unless in each case waived by such
     other person; and

          (vii) rights of repurchase or reversion when mining and reclamation
     are completed.

          (w) Liens on insurance policy proceeds; provided that such Liens
     secure Indebtedness permitted by Section 6.01(v); and

          (x) Liens in the nature of dedication of reserves under Coal Supply
     Agreements consistent with normal practices in the mining industry.

          Notwithstanding the foregoing, no Liens shall be permitted to exist,
directly or indirectly, on (A) Pledged Collateral, other than Liens in favor of
the Collateral Agent and Liens permitted by Section 6.02(d), (e), (j) and (o),
or (B) Mortgaged Property, other than Liens in favor of the Collateral Agent,
Prior Liens, Permitted Encumbrances and Liens permitted by Section 6.02(d), (e),
(j), (o), (v) and (x).

          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, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "Sale and Lease-Back
Transaction"), provided that a Sale and Lease-Back Transaction shall be
permitted so long as at the time the lease in connection therewith is entered
into, and after giving effect to the entering into of such Lease, the Remaining
Present Value of such lease (together with Indebtedness outstanding pursuant to
paragraphs (h) and (i) of Section 6.01 and the Remaining Present Value of
outstanding leases previously entered into under this Section 6.03) would not
exceed 5.0% of Consolidated Total Assets as of the end of the fiscal quarter
immediately prior to the date such lease is entered into for which financial
statements have been delivered pursuant to Section 5.04.

          SECTION 6.04. Investments, Loans and Advances. Purchase, hold or
acquire (including pursuant to any merger with a person that is not a Wholly
Owned Subsidiary immediately prior to such merger) any Equity Interests,
evidences of Indebtedness or other securities of, make or permit to exist any
loans or advances (other than intercompany current liabilities incurred in the
ordinary course of business in connection with the cash management operations of
Holdings and the Subsidiaries) to or Guarantees of the obligations of, or make
or permit to exist any investment or any other interest in (each, an
"Investment"), in any other person, except:

          (a) (i) Investments by Holdings or any Subsidiary in the Equity
Interests of any Subsidiary; (ii) intercompany loans from the Borrower to any
Subsidiary that is a Loan Party and intercompany loans permitted by Section
6.01(e); and (iii) Guarantees by the Borrower or any Loan Party of Indebtedness
otherwise expressly permitted under this Agreement of the Borrower or any
Subsidiary; provided that the sum of (A) Investments (valued at the time of the
making thereof and without giving effect to any write-downs or write-offs
thereof) after the Closing Date by the Loan Parties pursuant to clause (i) in
Subsidiaries that are not Loan Parties, plus (B) intercompany loans after the
Closing Date to Subsidiaries that are not Loan Parties pursuant to clause (ii),
plus (C) Guarantees of Indebtedness after the Closing Date of Subsidiaries that
are not Domestic Subsidiary Loan Parties pursuant to clause (iii), shall not
exceed an


                                      -86-

<PAGE>

aggregate amount equal to $25.0 million (plus any return of capital actually
received by the respective investors in respect of investments theretofore made
by them pursuant to this paragraph (a));

          (b) Permitted Investments and investments that were Permitted
Investments when made;

          (c) 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 (c) does
not exceed $10.0 million 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);

          (d) Investments in the Equity Interests of ANR, Inc. in connection
with the purchase or redemption of Equity Interests held by then present or
former directors, consultants, officers or employees of ANR, Inc., Holdings or
any of the Subsidiaries or by any Plan upon such person's death, disability,
retirement or termination of employment or under the terms of any such Plan
(including the Alpha Natural Resources, Inc. Long-term Incentive Plan and the
Alpha Coal Management, LLC Long-term Incentive Plan); provided that the
aggregate amount of such purchases or redemptions under this paragraph (d) shall
not exceed in any fiscal year $2.5 million (plus the amount of net proceeds (x)
received by Holdings (as a contribution to equity) during such calendar year
from sales of Equity Interests of ANR, Inc. to directors, consultants, officers
or employees of Holdings or any Subsidiary in connection with permitted employee
compensation and incentive arrangements, which, if not used in any year, may be
carried forward to any subsequent calendar year and (y) of any key-man life
insurance policies recorded during such calendar year);

          (e) Investments arising out of the receipt by Holdings or any
Subsidiary of non-cash consideration for the sale of assets permitted under
Section 6.05;

          (f) (i) loans and advances to employees of Holdings or any Subsidiary
in the ordinary course of business not to exceed $2.5 million in the aggregate
at any time outstanding (calculated without regard to write-downs or write-offs
thereof);

          (ii) advances of payroll payments and expenses to employees in the
     ordinary course of business;

          (g) accounts receivable arising and trade credit granted in the
ordinary course of business and any securities received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss and any
prepayments and other credits to suppliers made in the ordinary course of
business;

          (h) Swap Agreements permitted pursuant to Section 6.13;

          (i) Investments existing on the Closing Date and set forth on Schedule
6.04;

          (j) Investments resulting from pledges and deposits referred to in
Sections 6.02(f) and (g);


                                      -87-

<PAGE>

          (k) other Investments by Holdings or any Subsidiary in an aggregate
amount (valued at the time of the making thereof, and without giving effect to
any write-downs or write-offs thereof) not to exceed the greater of (i) $35.0
million and (ii) 4.0% of Consolidated Total Assets (in each case, plus any
returns of capital actually received by the respective investor in respect of
investments theretofore made by it pursuant to this paragraph (k));

          (l) Investments constituting Permitted Business Acquisitions;

          (m) additional Investments may be made from time to time to the extent
made with proceeds of Equity Interests of Holdings (or with the proceeds of the
issuance of Equity Interests of ANR, Inc., that are contributed to Holdings or
the Subsidiaries) which proceeds or Investments, if not already held by a Loan
Party, are in turn are contributed (as common equity) to any Loan Party;

          (n) intercompany loans between Foreign Subsidiaries that are not Loan
Parties or from a Foreign Subsidiary to any Domestic Subsidiary of Holdings that
is not a Loan Party and Guarantees permitted by Section 6.01(m)(i), (ii), (iv)
and (v);

          (o) the Transactions;

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

          (q) Investments of a Subsidiary acquired after the Closing Date or of
a corporation merged into the Borrower or merged into or consolidated with a
Subsidiary in accordance with Section 6.05 after the Closing Date to the extent
that such Investments were not made in contemplation of or in connection with
such acquisition, merger or consolidation and were inexistence on the date of
such acquisition, merger or consolidation;

          (r) Guarantees by Holdings or any Subsidiary of operating leases
(other than Capital Lease Obligations) or of other obligations that do not
constitute Indebtedness, in each case entered into by any Subsidiary in the
ordinary course of business; and

          (s) Investments arising as a result of Permitted Receivables
Financings.

          SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any part of its assets (whether now owned or hereafter acquired), or issue,
sell, transfer or otherwise dispose of any Equity Interests of the Borrower or
any Subsidiary (other than directors' qualifying shares) or preferred equity
interests of Holdings, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or any substantial part of the
assets of any other person, except that this Section shall not prohibit:

          (a) (i) the purchase, lease, sublease or sale of inventory (including
coal and related products and mining equipment held for sale) in the ordinary
course of business by Holdings or any Subsidiary, (ii) the acquisition, lease or
sublease of any other asset in the ordinary course of business by Holdings or
any Subsidiary (including with respect to contract mining agreements), (iii) the
sale or other disposition of surplus, obsolete or worn out equipment,


                                      -88-

<PAGE>

scrap or other property in the ordinary course of business by Holdings or any
Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of
business;

          (b) if at the time thereof and immediately after giving effect thereto
no Event of Default shall have occurred and be continuing, (i) the merger of any
Subsidiary into the Borrower in a transaction in which the Borrower is the
surviving entity, (ii) the merger or consolidation of any Subsidiary into or
with any Loan Party in a transaction in which the surviving or resulting entity
is a Loan Party and, in the case of each of clauses (i) and (ii), no person
other than the Borrower or a Loan Party receives any consideration, (iii) the
merger or consolidation of any Subsidiary that is not a Loan Party into or with
any other Subsidiary that is not a Loan Party or (iv) the liquidation or
dissolution (other than the Borrower) or change in form of entity of Holdings or
any Subsidiary if Holdings determines in good faith that such liquidation or
dissolution or change of entity form is in the best interests of Holdings and is
not materially disadvantageous to the Lenders;

          (c) sales, transfers, leases or other dispositions to Holdings or a
Subsidiary (upon voluntary liquidation or otherwise); provided that any sales,
transfers, leases or other dispositions by a Loan Party to a Subsidiary that is
not a Loan Party shall be made in compliance with Section 6.07; provided,
further that the aggregate gross proceeds of any sales, transfers, leases or
other dispositions by a Loan Party to a Subsidiary that is not a Loan Party in
reliance upon this paragraph (c) and the aggregate gross proceeds of any or all
assets sold, transferred or leased in reliance upon paragraph (g) below shall
not exceed, in any fiscal year of Holdings, 5.0% of Consolidated Total Assets as
of the end of the immediately preceding fiscal year;

          (d) Sale and Lease-Back Transactions permitted by Section 6.03;

          (e) Permitted Business Acquisitions and other Investments permitted by
Section 6.04, Liens permitted by Section 6.02 and dividends and other
distributions permitted by Section 6.06;

          (f) the sale of defaulted receivables in the ordinary course of
business and not as part of an accounts receivables financing transaction;

          (g) sales, transfers, leases or other dispositions of assets not
otherwise permitted by this Section 6.05; provided that the aggregate gross
proceeds (including non-cash proceeds) of any or all assets sold, transferred,
leased or otherwise disposed of in reliance upon this paragraph (g) and in
reliance upon the second proviso to paragraph (c) above shall not exceed, in any
fiscal year of Holdings, 5% of Consolidated Total Assets as of the end of the
immediately preceding fiscal year; provided, further, that the Net Proceeds
thereof are applied in accordance with Section 2.11(c);

          (h) any merger or consolidation in connection with a Permitted
Business Acquisition, provided that following any such merger or consolidation
(i) involving the Borrower, the Borrower is the surviving corporation, (ii)
involving a domestic Subsidiary, the surviving or resulting entity shall be a
domestic Loan Party that is a Wholly Owned Subsidiary and (iii) involving a
Foreign Subsidiary, the surviving or resulting entity shall be a Foreign
Subsidiary Loan Party that is a Wholly Owned Subsidiary;

          (i) dispositions of Rebuild Equipment by either of the Rebuild
Companies;


                                      -89-

<PAGE>

          (j) licensing and cross-licensing arrangements involving any
technology or other intellectual property of the Borrower or any Subsidiary in
the ordinary course of business;

          (k) sales, leases, subleases or other dispositions of inventory,
equipment, reserves or other assets of Holdings and its Subsidiaries determined
by the management of Holdings or the Borrower to be no longer useful or
necessary in the operation of the business of Holdings or any of the
Subsidiaries; provided that the Net Proceeds thereof are applied in accordance
with Section 2.11(c);

          (l) the Transactions; and

          (m) the purchase and sale or other transfer (including by capital
contribution) of Receivables Assets pursuant to Permitted Receivables
Financings.

          Notwithstanding anything to the contrary contained in Section 6.05
above, (i) Holdings shall at all times own, directly or indirectly, 100% of the
Equity Interests of the Borrower free and clear of any Liens other than Liens
created by the Security Documents, (ii) no sale, transfer or other disposition
of assets shall be permitted by this Section 6.05 (other than sales, transfers,
leases, subleases or other dispositions to Loan Parties pursuant to paragraph
(c) hereof and purchases, sales or transfers pursuant to paragraph (f) hereof)
unless such disposition is for fair market value, (iii) no sale, transfer or
other disposition of assets shall be permitted by paragraph (d) or (k) of this
Section 6.05 unless such disposition is for at least 75% cash consideration and
(iv) no sale, transfer or other disposition of assets in excess of $10.0 million
shall be permitted by paragraph (g) of this Section 6.05 unless such disposition
is for at least 75% cash consideration; provided that for purposes of clause
(iii), the amount of any secured Indebtedness or other Indebtedness of a
Subsidiary that is not a Loan Party (as shown on Holdings' or such Subsidiary's
most recent balance sheet or in the notes thereto) of Holdings or any Subsidiary
of Holdings that is assumed by the transferee of any such assets shall be deemed
cash.

          SECTION 6.06. Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any of its Equity Interests (other than dividends and
distributions on Equity Interests payable solely by the issuance of additional
shares of Equity Interests of the person paying such dividends or distributions)
or directly or indirectly redeem, purchase, retire or otherwise acquire for
value (or permit any Subsidiary to purchase or acquire) any shares of any class
of its Equity Interests or set aside any amount for any such purpose; provided,
however, that:

          (a) any Subsidiary of Holdings may declare and pay dividends to,
repurchase its Equity Interests from or make other distributions to Holdings or
to any Wholly Owned Subsidiary of Holdings (or, in the case of non-Wholly Owned
Subsidiaries, to Holdings or any subsidiary that is a direct or indirect parent
of such subsidiary and to each other owner of Equity Interests of such
subsidiary on a pro rata basis (or more favorable basis from the perspective of
Holdings, or such subsidiary) based on their relative ownership interests);

          (b) Holdings and each Subsidiary may declare and pay dividends or make
other distributions to ANR, Inc. in respect of overhead of ANR, Inc. or its
direct or indirect owners, including to make distributions under Section 6.06(e)
hereof, legal, accounting and professional fees and other fees and expenses in
connection with the maintenance of its existence


                                      -90-

<PAGE>

and its ownership of Holdings, in each case, to the extent attributable to the
ownership of ANR, Inc. in Holdings or such Subsidiary;

          (c) Holdings may declare and pay dividends or make other distributions
to ANR Inc. the proceeds of which are used so to purchase or redeem Equity
Interests of ANR Inc. (including related stock appreciation rights or similar
securities) held by then present or former directors, consultants, officers or
employees of ANR Inc., Holdings or any of the Subsidiaries or by any Plan upon
such person's death, disability, retirement or termination of employment or
under the terms of any such Plan or (including the Alpha Natural Resources, Inc.
Long-term Incentive Plan and the Alpha Coal Management, LLC Long-term Incentive
Plan) any other agreement under which such shares of stock or related rights
were issued, provided that the aggregate amount of such purchases or redemptions
under this paragraph (c) shall not exceed in any fiscal year $2.5 million (plus
the amount of net proceeds (x) received by Holdings (as a contribution to equity
capital) during such calendar year from sales of Equity Interests of ANR Inc. to
directors, consultants, officers or employees of Holdings or any Subsidiary in
connection with permitted employee compensation and incentive arrangements,
which, if not used in any year, may be carried forward to any subsequent
calendar year and (y) of any key-man life insurance policies recorded during
such calendar year);

          (d) non-cash repurchases of Equity Interests deemed to occur upon
exercise of stock options if such Equity Interests represent a portion of the
exercise price of such options; and

          (e) the Subsidiaries may make distributions to Holdings and Holdings
may make distributions to ANR Inc. in an amount equal to the Tax Amount;

          (f) so long as no Default or Event of Default shall have occurred and
be continuing or result therefrom, each of Holdings and any of the Subsidiaries
may declare and pay dividends or make other distributions to its equity holders
so long as (x) the aggregate amount of such dividends paid or distributions made
pursuant to this clause (f) in any fiscal year shall not exceed $20,000,000 and
(y) any such dividends paid or distributions made must be ultimately used by ANR
Inc. to pay dividends to its common stockholders, on a pro rata basis; and

          (g) each of Holdings and any of the Subsidiaries may declare and pay
dividends or make other distributions to holders of its Equity Interests so long
as (x) the aggregate amount of such dividends paid or distributions made
pursuant to this clause (g) shall not exceed $7,000,000 and (y) any such
dividends paid or distributions made must be ultimately used by ANR Inc. to pay
the Fund Distributions.

          SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transaction with, any of its Affiliates or any
known direct or indirect holder of 10% or more of any class of capital stock of
ANR, Inc., unless such transaction is (i) otherwise permitted (or required)
under this Agreement or (ii) upon terms no less favorable to Holdings or such
Subsidiary, as applicable, than would be obtained in a comparable arm's-length
transaction with a person that is not an Affiliate; provided that this clause
(ii) shall not apply to the indemnification of directors of Holdings and the
Subsidiaries in accordance with customary practice.

          (b) The foregoing paragraph (a) shall not prohibit:


                                      -91-

<PAGE>

          (i) any issuance of securities, or other payments, awards or grants in
     cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership plans approved by the Board
     of Directors of Holdings, the Subsidiaries or ANR, Inc.;

          (ii) loans or advances to employees of Holdings or any of the
     Subsidiaries in accordance with Section 6.04(f);

          (iii) transactions among the Borrower and the Loan Parties and
     transactions among the Loan Parties otherwise permitted by this Agreement;

          (iv) the payment of fees and indemnities to directors, officers,
     consultants and employees of Holdings and the Subsidiaries in the ordinary
     course of business;

          (v) transactions pursuant to permitted agreements in existence on the
     Closing Date and set forth on Schedule 6.07 or any amendment thereto to the
     extent such amendment is not adverse to the Lenders in any material
     respect;

          (vi) any employment agreement or employee benefit plan entered into by
     Holdings or any of the Subsidiaries in the ordinary course of business or
     consistent with past practice;

          (vii) dividends, redemptions and repurchases permitted under Section
     6.06;

          (viii) payments by Holdings or any of the Subsidiaries to the Funds or
     any Fund Affiliate made for any financial advisory, financing, underwriting
     or placement services or in respect of other investment banking activities,
     including in connection with acquisitions or divestitures, which payments
     are approved by the majority of the board of directors of Holdings, the
     Subsidiaries or ANR, Inc., in good faith;

          (ix) subject to paragraph (c) below, the existence of, or the
     performance by Holdings, the Borrower or any of the other Subsidiaries of
     its obligations under the terms of, the Acquisition Agreements, or any
     agreement contemplated thereunder to which it is a party as of the Closing
     Date; provided, however, that the existence of, or the performance by
     Holdings, the Borrower or any Subsidiary of obligations under any future
     amendment to any such existing agreement or under any similar agreement
     entered into after the Closing Date shall only be permitted by this clause
     (ix) to the extent that the terms of any such amendment or new agreement
     are not otherwise disadvantageous to the Lenders in any material respect;

          (x) transactions with Wholly Owned Subsidiaries for the purchase,
     sale, lease or sublease of goods, products, parts and services entered into
     in the ordinary course of business;

          (xi) any transaction in respect of which Holdings delivers to the
     Administrative Agent (for delivery to the Lenders) a letter addressed to
     the Board of Directors of Holdings, the Borrower or ANR Inc. from an
     accounting, appraisal or investment banking firm, in each case of
     nationally recognized standing that is (A) in the good faith determination
     of Holdings qualified to render such letter and (B) reasonably satisfactory
     to the Administrative Agent, which letter states that such


                                      -92-

<PAGE>

     transaction is on terms that are no less favorable to Holdings or such
     Subsidiary, as applicable, than would be obtained in a comparable
     arm's-length transaction with a person that is not an Affiliate; and

          (xii) the payment of all fees, expenses, bonuses and awards related to
     the Transactions contemplated by the Acquisition Agreements.

          SECTION 6.08. Business of Holdings and the Subsidiaries.
Notwithstanding any other provisions hereof, engage at any time in any business
or business activity other than any business or business activity conducted by
it on the Closing Date and any business or business activities incidental or
related thereto, or any business or activity that is reasonably similar thereto
or a reasonable extension, development or expansion thereof or ancillary
thereto, including the consummation of the Transactions, provided, that Holdings
shall not, and Holdings shall ensure that ANR Holdings, LLC, shall not, engage
in any business or activity other than (i) holding membership interests in ANR
Holdings, LLC (in the case of Holdings) and indirectly (in the case of Holdings)
or directly (in the case of ANR Holdings, LLC) membership interests in the
Borrower, (ii) paying taxes, (iii) preparing reports to Governmental Authorities
and to its shareholders (iv) holding directors and shareholders meetings,
preparing corporate records and other corporate activities required to maintain
its separate corporate structure, (v) fulfilling obligations pursuant to
acquisition agreements, and (vi) providing Guarantees of the obligations under
the Facilities, the Senior Note Indenture and the Travelers Documents.

          SECTION 6.09. Limitation on Cancellations and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc. (a) Cancel any claim or Indebtedness owed to any of them
except (i) in the ordinary course of business and (ii) in respect of
intercompany Indebtedness among the Borrower and the Subsidiary Guarantors that
are Domestic Subsidiaries,

          (b) Amend or modify in any manner materially adverse to the Lenders,
or grant any waiver or release under or terminate in any manner (if such
granting or termination shall be materially adverse to the Lenders), the
articles or certificate of incorporation or by-laws or partnership agreement or
limited liability company operating agreement of Holdings, the Borrower or any
of the Subsidiaries or the Acquisition Agreements.

          (c) (i) Make, or agree or offer to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on the Senior Notes
or any Permitted Senior Debt Securities, or any payment or other distribution
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of the Senior Notes or any Permitted
Senior Debt Securities), except (x) Permitted Refinancing Indebtedness permitted
by Section 6.01, (y) payments of regularly scheduled interest or (z) payments of
scheduled installments of principal under the Installment Notes and the Senior
Notes; or

          (ii) Amend or modify, or permit the amendment or modification of, any
     provision of any Senior Note or any Permitted Senior Debt Securities, or
     any agreement (including any Senior Notes Document or any document relating
     to any Permitted Senior Debt Securities) relating thereto, other than
     amendments or modifications that are not in any manner materially adverse
     to Lenders and that do not affect the subordination provisions thereof (if
     any) in a manner adverse to the Lenders.


                                      -93-

<PAGE>

          (d) Permit any Subsidiary to enter into any agreement or instrument
that by its terms restricts, or permit to become ineffective any waiver of any
term restricting (x) the payment of dividends or distributions or the making of
cash advances by such Subsidiary to Holdings or any Subsidiary that is a direct
or indirect parent of such Subsidiary or (y) the granting of Liens by such
Subsidiary pursuant to the Security Documents, in each case other than those
arising under any Loan Document, except, in each case, restrictions existing by
reason of:

          (i) restrictions imposed by applicable law;

          (ii) (A) contractual encumbrances or restrictions in effect on the
     Closing Date under (x) any Senior Note Document or (B) any agreements
     related to any permitted renewal, extension or refinancing of any
     Indebtedness existing on the Closing Date that does not expand the scope of
     any such encumbrance or restriction;

          (iii) any restriction on a Subsidiary imposed pursuant to an agreement
     entered into for the sale or disposition of all or substantially all the
     Equity Interests or assets of a Subsidiary pending the closing of such sale
     or disposition;

          (iv) customary provisions in joint venture agreements and other
     similar agreements applicable to joint ventures entered into in the
     ordinary course of business, or otherwise permitted pursuant to this
     Agreement;

          (v) any restrictions imposed by any agreement relating to secured
     Indebtedness permitted by this Agreement to the extent that such
     restrictions apply only to the property or assets securing such
     Indebtedness;

          (vi) customary provisions contained in leases or licenses of
     intellectual property and other similar agreements entered into in the
     ordinary course of business;

          (vii) customary provisions restricting subletting or assignment of any
     lease or sublease governing a leasehold interest;

          (viii) customary provisions restricting assignment of any agreement
     entered into in the ordinary course of business;

          (ix) customary restrictions and conditions contained in any agreement
     relating to the sale of any asset permitted under Section 6.05 pending the
     consummation of such sale; or

          (x) any agreement in effect at the time such subsidiary becomes a
     Subsidiary, so long as such agreement was not entered into in contemplation
     of such person becoming a Subsidiary.

          SECTION 6.10. Capital Expenditures. Permit Holdings or the
Subsidiaries to make any Capital Expenditure, except that:

          (a) During any fiscal year Holdings and the Subsidiaries may make
Capital Expenditures so long as the aggregate amount thereof does not exceed
(subject to paragraph (b) below) $150,000,000 in any fiscal year.


                                      -94-

<PAGE>

          (b) Notwithstanding anything to the contrary contained in paragraph
(a) above, to the extent that the aggregate amount of Capital Expenditures made
by Holdings and the Subsidiaries in any fiscal year of Holdings pursuant to
Section 6.10(a) is less than the amount permitted for such fiscal year pursuant
to paragraph (a), the amount of such difference may be carried forward and used
to make Capital Expenditures in the immediately succeeding fiscal year; in
addition to the Capital Expenditures otherwise permitted under Section 6.10(a),
provided that in any fiscal year, the amount permitted to be applied to make
Capital Expenditures pursuant to this paragraph (b) shall in no event exceed an
amount equal to $75,000,000 for such fiscal year.

          SECTION 6.11. Interest Coverage Ratio. Permit the ratio (the "Interest
Coverage Ratio") on the last day of any fiscal quarter, for the Test Period
ended as of such day of (a) EBITDA to (b) Cash Interest Expense to be less than
2.50 to 1.00; provided that to the extent any Asset Disposition or any Asset
Acquisition (or any similar transaction or transactions for which a waiver or a
consent of the Required Lenders pursuant to Section 6.05 has been obtained) or
incurrence or repayment of Indebtedness (excluding normal fluctuations in
revolving Indebtedness incurred for working capital purposes) has occurred
during the relevant Test Period, the Interest Coverage Ratio shall be determined
for the respective Test Period on a Pro Forma Basis for such occurrences.

          SECTION 6.12. Leverage Ratio. Permit the Leverage Ratio on the last
day of any fiscal quarter set forth below for the Test Period then ended, to be
in excess of the ratio set forth below for such period.

<TABLE>
<CAPTION>
        Test Period Ended                  Ratio
        -----------------                  -----
<S>                                    <C>
December 31, 2005                      4.00 to 1.00
March 31, 2006                         4.00 to 1.00
June 30, 2006                          4.00 to 1.00
September 30, 2006                     4.00 to 1.00
December 31, 2006                      4.00 to 1.00
March 31, 2007                         3.75 to 1.00
June 30, 2007                          3.75 to 1.00
September 30, 2007                     3.75 to 1.00
December 31, 2007                      3.75 to 1.00
March 31, 2008 and the last day
   of each fiscal quarter thereafter   3.50 to 1.00
</TABLE>

          SECTION 6.13. Swap Agreements. Enter into any Swap Agreement, other
than (a) Swap Agreements entered into in the ordinary course of business to
hedge or mitigate risks to which Holdings or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities, and (b) Swap
Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment
of Holdings or any Subsidiary.

          SECTION 6.14. Fiscal Year. Neither Holdings nor the Borrower shall,
nor shall they permit any Subsidiary of the Borrower to, change its fiscal year.


                                      -95-

<PAGE>

                                  ARTICLE VII

                                EVENTS OF DEFAULT

          SECTION 7.01. Events of Default. In case of the occurrence of any of
the following events ("Events of Default"):

          (a) any representation or warranty made or deemed made by Holdings,
the Borrower or any other Loan Party in any Loan Document, 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 by
Holdings, the Borrower or any other Loan Party;

          (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 on any L/C Disbursement or in the payment of 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 five Business Days;

          (d) default shall be made in the due observance or performance by
Holdings, the Borrower or any of the Subsidiaries of any covenant, condition or
agreement contained in Section 5.01(a) (with respect to Holdings or the
Borrower), 5.05(a), 5.08, 5.09(d) or in Article VI;

          (e) default shall be made in the due observance or performance by
Holdings, the Borrower or any of the Subsidiaries of any covenant, condition or
agreement contained in any Loan Document (other than those specified in
paragraphs (b), (c) and (d) above) and such default shall continue unremedied
for a period of 30 days after notice thereof from the Administrative Agent or
any Lender to the Borrower;

          (f) (i) any event or condition occurs that (A) results in any Material
Indebtedness becoming due prior to its scheduled maturity or (B) enables or
permits (with all applicable grace periods having expired) 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 or
(ii) Holdings, the Borrower or any of the Subsidiaries shall fail to pay the
principal of any Material Indebtedness at the stated final maturity thereof;
provided that this clause (f) 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 if such sale or transfer is permitted
hereunder and under the documents providing for such Indebtedness and (B) any
Material Lease unless the counterparty or counterparties with respect to such
Material Lease (x) notified Holdings, the Borrower or any Subsidiary of the
occurrence of such event or condition described in this clause (ii), request
that Holdings, the Borrower or any Subsidiary cure the same and Holdings, the
Borrower or such Subsidiary shall fail to cure the event or condition within 5
Business Days or such greater time period set forth in the counterparty's
notice, (y) cause the Indebtedness with respect to such Material Lease to


                                      -96-

<PAGE>

become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity or (z) terminated or took steps to
terminate such Material Lease;

          (g) there shall have occurred a Change in Control;

          (h) 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 of the Subsidiaries, or of a
substantial part of the property or assets of Holdings, the Borrower or any
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 of the Subsidiaries or for a substantial part of the
property or assets of Holdings, the Borrower or any of the Subsidiaries or (iii)
the winding-up or liquidation of Holdings, the Borrower or any Subsidiary
(except, in the case of any Subsidiary (other than the Borrower), in a
transaction permitted by Section 6.05); and 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;

          (i) 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
paragraph (h) 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 of the Subsidiaries 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 or
(vi) become unable, admit in writing its inability or fail generally to pay its
debts as they become due;

          (j) Holdings, the Borrower or any Subsidiary shall fail to pay one or
more final judgments aggregating in excess of $20.0 million, which judgments are
not discharged or effectively waived or stayed for a period of 30 consecutive
days, 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;

          (k) one or more ERISA Events shall have occurred that, when taken
together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect; or

          (l) (i) any Loan Document shall for any reason be asserted in writing
by Holdings, the Borrower or any Subsidiary not to be a legal, valid and binding
obligation of any party thereto, (ii) any security interest purported to be
created by any Security Document and to extend to assets that are not immaterial
to Holdings, the Borrower and the Subsidiaries on a consolidated basis shall
cease to be, or shall be asserted in writing by the Borrower or any other Loan
Party not to be, a valid and perfected security interest (having the priority
required by this Agreement or the relevant Security Document) in the securities,
assets or properties 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 actually delivered to it representing


                                      -97-

<PAGE>

securities pledged under the Guarantee and Collateral Agreements or to file UCC
continuation statements and except to the extent that such loss is covered by a
lender's title insurance policy and the Administrative Agent shall be reasonably
satisfied with the credit of such insurer, or (iii) the Guarantees pursuant to
the Security Documents by Holdings or the Subsidiary Loan Parties of any of the
Obligations shall cease to be in full force and effect (other than in accordance
with the terms thereof), or shall be asserted in writing by Holdings or the
Borrower or any Subsidiary Loan Party not to be in effect or not to be legal,
valid and binding obligations;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments, (ii) 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 other 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 (iii) demand cash
collateral pursuant to Section 2.05(j); and in any event with respect to the
Borrower described in paragraph (h) or (i) above, the Commitments shall
automatically terminate, 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 and the Administrative Agent shall be
deemed to have made a demand for cash collateral to the full extent permitted
under Section 2.05(j), without presentment, demand, protest or any other 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.

          SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the
purposes of determining whether an Event of Default has occurred under clause
(h) or (i) of Section 7.01, any reference in any such clause to any subsidiary
shall be deemed not to include any subsidiary affected by any event or
circumstance referred to in any such clause that did not, as of the last day of
the fiscal quarter of the Borrower most recently ended, have assets with a value
in excess of 5.0% of the Consolidated Total Assets or 5.0% of total revenues of
Holdings and the Subsidiaries as of such date; provided that if it is necessary
to exclude more than one Subsidiary from clause (h) or (i) of Section 7.01
pursuant to this Section 7.02 in order to avoid an Event of Default thereunder,
all excluded Subsidiaries shall be considered to be a single consolidated
Subsidiary for purposes of determining whether the condition specified above is
satisfied.

                                  ARTICLE VIII

                                   THE AGENTS

          SECTION 8.01. Appointment. (a) In order to expedite the transactions
contemplated by this Agreement, (i) Citicorp North America, Inc. is hereby
appointed to act as Administrative Agent and Collateral Agent, (ii) UBS
Securities LLC is hereby appointed to act as Syndication Agent and (iii) Bank of
America, N.A., National City Bank of Pennsylvania and PNC Bank, National
Association are hereby appointed to act as Co-Documentation Agents. Each of the
Lenders and each assignee of any such Lender hereby irrevocably authorizes the
Administrative Agent to take such actions on behalf of such Lender or assignee
and to exercise


                                      -98-

<PAGE>

such powers as are specifically delegated to the Administrative Agent by the
terms and provisions hereof and of the other Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent is hereby expressly authorized by the Lenders and each Issuing Bank,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders and such Issuing Bank all payments of principal of and interest on the
Loans, all payments in respect of L/C Disbursements and all other amounts due to
the Lenders and such Issuing Bank hereunder, and promptly to distribute to each
Lender or such Issuing Bank its proper share of each payment so received; (b) to
give notice on behalf of each of the Lenders of any Event of Default specified
in this Agreement of which the Administrative Agent has actual knowledge
acquired in connection with the performance of its duties as Administrative
Agent hereunder; and (c) to distribute to each Lender copies of all notices,
financial statements and other materials delivered by the Borrower pursuant to
this Agreement as received by the Administrative Agent. Without limiting the
generality of the foregoing, the Collateral Agent is hereby expressly authorized
to execute any and all documents (including releases) 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, and all rights and remedies in respect of such Collateral
shall be controlled by the Collateral Agent.

          (b) Neither the Agents nor any of their respective directors,
officers, employees or agents shall be liable as such for any action taken or
omitted by any of them except for its or his own gross negligence or willful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower or any other Loan Party of any of the terms,
conditions, covenants or agreements contained in any Loan Document. The Agents
shall not be responsible to the Lenders for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement or any other Loan
Documents or other instruments or agreements. The Agents shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the
absence of knowledge to the contrary, be entitled to rely on any instrument or
document believed by it in good faith to be genuine and correct and to have been
signed or sent by the proper person or persons. Neither the Agents nor any of
their respective directors, officers, employees or agents shall have any
responsibility to the Borrower or any other Loan Party or any other party hereto
or to any Loan Document on account of the failure, delay in performance or
breach by, or as a result of information provided by, any Lender or Issuing Bank
of any of its obligations hereunder or to any Lender or Issuing Bank on account
of the failure of or delay in performance or breach by any other Lender or
Issuing Bank or the Borrower or any other Loan Party of any of their respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith. Each Agent may execute any and all duties hereunder by or through
agents, employees or any sub-agent appointed by it and shall be entitled to rely
upon the advice of legal counsel selected by it with respect to all matters
arising hereunder and shall not be liable for any action taken or suffered in
good faith by it in accordance with the advice of such counsel.

          SECTION 8.02. Nature of Duties. The Lenders hereby acknowledge that no
Agent shall be under any duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement unless it shall be
requested in writing to do so by the Required Lenders. The Lenders further
acknowledge and agree that so long as an Agent shall


                                      -99-

<PAGE>

make any determination to be made by it hereunder or under any other Loan
Document in good faith, such Agent shall have no liability in respect of such
determination to any person. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the Loan
Documents or otherwise exist against the Administrative Agent. Each Lender
recognizes and agrees that the Co-Documentation Agents, and the Joint Lead
Arrangers shall have no duties or responsibilities under this Agreement or any
other Loan Document, or any fiduciary relationship with any Lender, and shall
have no functions, responsibilities, duties, obligations or liabilities for
acting as such hereunder.

          SECTION 8.03. Resignation by the Agents. Subject to the appointment
and acceptance of a successor Agent as provided below, any Agent may resign at
any time by notifying the Lenders, each Issuing Bank and the Borrower. Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor with the consent of the Borrower (not to be unreasonably withheld or
delayed). If no successor shall have been so appointed by the Required Lenders
and approved by the Borrower and shall have accepted such appointment within 45
days after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders with the consent of the Borrower (not to be
unreasonably withheld or delayed), appoint a successor Agent which shall be a
bank with an office in New York, New York and an office in London, England (or a
bank having an Affiliate with such an office) having a combined capital and
surplus that is not less than $500.0 million or an Affiliate of any such bank.
Upon the acceptance of any appointment as Agent hereunder by a successor bank,
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. After the Agent's
resignation hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Agent.

          SECTION 8.04. Each Agent in Its Individual Capacity. With respect to
the Loans made by it hereunder, each Agent in its individual capacity and not as
Agent shall have the same rights and powers as any other Lender and may exercise
the same as though it were not an Agent, and the Agents and their Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any of the Subsidiaries or other Affiliates thereof as if
it were not an Agent.

          SECTION 8.05. Indemnification. Each Lender agrees (a) to reimburse the
Agents, on demand, in the amount of its pro rata share (based on its Commitments
hereunder (or if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of its applicable outstanding
Loans or participations in L/C Disbursements, as applicable)) of any reasonable
expenses incurred for the benefit of the Lenders by the Agents, including
reasonable counsel fees and compensation of agents and employees paid for
services rendered on behalf of the Lenders, which shall not have been reimbursed
by the Borrower and (b) to indemnify and hold harmless each Agent and any of its
directors, officers, employees or agents, on demand, in the amount of such pro
rata share, from and against any and all liabilities, Taxes, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against it in its capacity as Agent or any of them in any way
relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted by it or any of them


                                     -100-

<PAGE>

under this Agreement or any other Loan Document, to the extent the same shall
not have been reimbursed by the Borrower, provided that no Lender shall be
liable to an Agent for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of such Agent or any
of its directors, officers, employees or agents.

          SECTION 8.06. Lack of Reliance on Agents. Each Lender acknowledges
that it has, independently and without reliance upon the Agents and any 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, 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.

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Notices. (a) 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 telecopy, as
follows:

          (i) if to any Loan Party, to it at:

               406 West Main Street
               Abingdon, Virginia 24212
               Attention: General Counsel
               Telecopy no: (276) 628-3116)
               E-mail Address: vgroves@alphanr.com

               with a copy to:

               Bartlit Beck Herman Palenchar & Scott LLP
               1899 Wynkoop Street
               Denver, Colorado 80202
               Attention: Polly S. Swartzfager
               Telecopy no: (303) 592-3140
               E-mail Address: polly.swartzfager@bartlit-beck.com

          (ii) if to the Administrative Agent for Loan advances, to it at:

               Citicorp North America, Inc.
               Global Loans Support Services
               2 Penns Way, Suite 110
               New Castle, Delaware 19720
               Attention: Valerie Burrows
               Telecopy no: (212) 994-0961
               E-Mail Address: valerie.r.burrows@citigroup.com


                                     -101-

<PAGE>

          (iii) if to the Administrative Agent for administrative matters or to
     the Collateral Agent, to it at:

               Citicorp North America, Inc.
               388 Greenwich Street, 21st Floor
               Attention: Daniel J. Miller
               Telecopy no: (646) 291 1778
               E-Mail Address: daniel.j.miller@citigroup.com

               with a copy to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue,
               New York, New York 10153-0119
               Attention: Morgan Bale
               Telecopy no: (212) 310-8007
               E-Mail Address: morgan.bale@weil.com

          (iv) if to an Issuing Bank, to it at the address or telecopy number
     set forth separately in writing.

          (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications (including e-mail) pursuant
to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. Each of the Administrative
Agent, the Collateral Agent and the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications (including e-mail) pursuant to procedures approved by it;
provided, further, that approval of such procedures may be limited to particular
notices or communications.

          (c) 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,
sent by telecopy or (to the extent permitted by paragraph (b) above) electronic
means 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.

          (d) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto.

          SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower and the Loan Parties herein,
in the other Loan Documents 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 each Issuing Bank and shall survive the making by the Lenders of the Loans,
the execution and delivery of the Loan Documents and the issuance of the Letters
of Credit, regardless of any investigation made by such persons 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 L/C Disbursement or any Fee or any other
amount payable under this Agreement or any other Loan


                                     -102-

<PAGE>

Document is outstanding and unpaid or any Letter of Credit is outstanding and so
long as the Commitments have not been terminated. Without prejudice to the
survival of any other agreements contained herein, indemnification and
reimbursement obligations contained herein (including pursuant to Sections 2.15,
2.17 and 9.05) shall survive the payment in full of the principal and interest
hereunder, the expiration of the Letters of Credit and the termination of the
Commitments or this Agreement.

          SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by Holdings, the Borrower and the Agents and
when the Administrative Agent shall have received copies hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of Holdings, the
Borrower, each Issuing Bank, the Agents and each Lender and their respective
permitted successors and assigns.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i)
other than pursuant to a merger permitted by Section 6.05(b) or 6.05(i), the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of any Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Agents, each Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

          (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:

               (A) the Borrower; provided that no consent of the Borrower shall
          be required for an assignment to a Lender, an Affiliate of a Lender,
          an Approved Fund or, if an Event of Default has occurred and is
          continuing or during the primary syndication of the Facilities (as
          reasonably determined by the Administrative Agent), any other assignee
          (provided that any liability of the Borrower to an assignee that is an
          Approved Fund or Affiliate of the assigning Lender under Section 2.15
          or 2.17 shall be limited to the amount, if any, that would have been
          payable hereunder by the Borrower in the absence of such assignment);
          and

               (B) the Administrative Agent and, in the case of Revolving
          Facility Commitment, the Issuing Banks and the Swingline Lenders;
          provided that no consent of the Administrative Agent or the Swingline
          Lenders or the Issuing Banks, as applicable, shall be required for an
          assignment of (i) a Revolving Facility Commitment to an assignee that
          is a Revolving Facility Lender immediately prior to giving effect to
          such assignment, or (ii) a Tranche B Term


                                      -103-

<PAGE>

          Loan to a Lender, an Affiliate of a Lender or Approved Fund
          immediately prior to giving effect to such assignment.

          (ii) Assignments shall be subject to the following additional
     conditions:

               (A) except in the case of an assignment to a Lender, an Affiliate
          of a Lender or an Approved Fund or an assignment of the entire
          remaining amount of the assigning Lender's Commitment, 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 $5.0 million (or, if less, the entire remaining amount of
          such Lender's Revolving Facility Commitment) in the case of Revolving
          Facility Loans and $1.0 million (or, if less, the entire remaining
          outstanding amount of the Tranche B Term Loan owing to such Lender)
          and shall be in an amount that is an integral multiple of $1.0 million
          (or, if less, the entire remaining outstanding amount of such Lender's
          Revolving Facility Commitment or outstanding amount of the Tranche B
          Term Loan owing to such Lender, as applicable), unless each of the
          Borrower and the Administrative Agent otherwise consent; provided that
          (x) no such consent of the Borrower shall be required if an Event of
          Default has occurred and is continuing and (y) contemporaneous
          assignments by or to two or more Affiliates or approved Funds of each
          other shall be aggregated for the purposes of determining compliance
          with this paragraph;

               (B) each partial assignment shall be made as an assignment of a
          proportionate part of all the assigning Lender's rights and
          obligations under this Agreement;

               (C) the parties to each assignment shall execute and deliver to
          the Administrative Agent an Assignment and Acceptance, together with a
          processing and recordation fee of $3,500; provided that no such
          recordation fee shall be due in connection with an assignment to an
          existing Lender or Affiliate of a Lender or an Approved Fund of such
          Lender or an assignment by the Administrative Agent; and

               (D) the assignee, if it shall not be a Lender, shall deliver to
          the Administrative Agent an Administrative Questionnaire.

          For purposes of this Section 9.04(b), the term "Approved Fund" shall
have the following meaning:

          "Approved Fund" shall mean any person (other than a natural person)
     that is engaged in making, purchasing, holding or investing in bank loans
     and similar extensions of credit in the ordinary course and that is
     administered or managed by a Lender, an Affiliate of a Lender or an entity
     or an Affiliate of an entity that administers or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
     paragraph (b)(iv) of this Section, from and after the effective date
     specified in each Assignment and Acceptance the assignee thereunder shall
     be a party hereto and, to the extent of the


                                      -104-

<PAGE>

     interest assigned by such Assignment and Acceptance, have the rights and
     obligations of a Lender under this Agreement, and the assigning Lender
     hereunder 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 of the assigning
     Lender's rights and obligations under this Agreement, such Lender shall
     cease to be a party hereto but shall continue to be entitled to the
     benefits of Sections 2.15, 2.16, 2.17 and 9.05). Any assignment or transfer
     by a Lender of rights or obligations under this Agreement that does not
     comply with this Section 9.04 shall be treated for purposes of this
     Agreement as a sale by such Lender of a participation in such rights and
     obligations in accordance with paragraph (c) of this Section.

          (iv) The Administrative Agent, acting for this purpose as an agent of
     the Borrower, shall maintain at one of its offices 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 and L/C Disbursements 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 Agents,
     each Issuing Bank 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, any Issuing
     Bank and any Lender, at any reasonable time and from time to time upon
     reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Acceptance
     executed by an assigning Lender and an assignee, the assignee's completed
     Administrative Questionnaire (unless the assignee shall already be a Lender
     hereunder), the processing and recordation fee referred to in paragraph (b)
     of this Section and any written consent to such assignment required by
     paragraph (b) of this Section, the Administrative Agent shall accept such
     Assignment and Acceptance and record the information contained therein in
     the Register. No assignment shall be effective for purposes of this
     Agreement unless it has been recorded in the Register as provided in this
     paragraph.

          (c) (i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, any Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the Agents,
each Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument (oral or written)
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement and the other Loan Documents; provided that (x) such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in Section
9.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi) of the first proviso
to Section 9.08(b) that affects such Participant and (y) no other agreement
(oral or written) with


                                      -105-

<PAGE>

respect to such Participant may exist between such Lender and such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.06 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

          (ii) A Participant shall not be entitled to receive any greater
     payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would
     have been entitled to receive with respect to the participation sold to
     such Participant, unless the sale of the participation to such Participant
     is made with the Borrower's prior written consent (which shall not be
     unreasonably withheld). A Participant that would be a Foreign Lender if it
     were a Lender shall not be entitled to the benefits of Section 2.17 to the
     extent such Participant fails to comply with Section 2.17(e) as though it
     were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all
reasonable out-of-pocket expenses (including Other Taxes) incurred by the Agents
in connection with the preparation of this Agreement and the other Loan
Documents, or by the Agents in connection with the syndication of the
Commitments or the administration of this Agreement (including expenses incurred
in connection with due diligence and initial and ongoing Collateral examination
to the extent incurred with the reasonable prior approval of the Borrower and
the reasonable fees, disbursements and the charges for no more than one counsel
in each jurisdiction where Collateral is located) or in connection with any
amendments, modifications or waivers of the provisions hereof or thereof
(provided that the Transactions hereby contemplated shall be consummated) or
incurred by the Agents, any Issuing Bank or any Lender in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents, in connection with the Loans made or the Letters of
Credit issued hereunder, including the reasonable fees, charges and
disbursements of Weil, Gotshal & Manges, LLP, counsel for the Agents and the
Joint Lead Arrangers, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel)
(including the reasonable allocated costs of internal counsel for the Agents,
the Joint Lead Arrangers, any Issuing Bank or any Lender (but no more than one
such counsel for any Lender).

          (b) The Borrower agrees to indemnify the Agents, the Joint Lead
Arrangers, each Issuing Bank, each Lender and each of their respective
directors, trustees, officers, employees, investment advisors and agents (each
such person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, 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 hereby or thereby, the
performance by the parties hereto and thereto of their respective obligations
thereunder or the consummation of the Transactions


                                      -106-

<PAGE>

and the other transactions contemplated hereby, (ii) the use of the proceeds of
the Loans or the use of any Letter of Credit or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result primarily from the gross negligence or
willful misconduct of such Indemnitee (treating, for this purpose only, any
Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their
respective Related Parties as a single Indemnitee). Subject to and without
limiting the generality of the foregoing sentence, the Borrower agrees to
indemnify each Indemnitee against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel or consultant fees, charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (A) any Environmental Law as it applies in any way to Holdings, the
Borrower or any of their Subsidiaries, or (B) any actual or alleged presence,
Release or threatened Release of Hazardous Materials at, under, on or from any
property owned, leased or operated by any predecessor of Holdings, the Borrower
or any of their Subsidiaries, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result from the gross negligence or willful
misconduct of such Indemnitee or any of its Related Parties. 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 contemplated hereby, the repayment of any of the Obligations, 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 any Agent, any
Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be
payable on written demand therefor accompanied by reasonable documentation with
respect to any reimbursement, indemnification or other amount requested.

          (c) Unless an Event of Default shall have occurred and be continuing,
the Borrower shall be entitled to assume the defense of any action for which
indemnification is sought hereunder with counsel of its choice at its expense
(in which case the Borrower shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by an Indemnitee except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory to
each such Indemnitee. Notwithstanding the Borrower's election to assume the
defense of such action, each Indemnitee shall have the right to employ separate
counsel and to participate in the defense of such action, and the Borrower shall
bear the reasonable fees, costs and expenses of such separate counsel, if (i)
the use of counsel chosen by the Borrower to represent such Indemnitee would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the Borrower and such
Indemnitee and such Indemnitee shall have reasonably concluded that there may be
legal defenses available to it that are different from or additional to those
available to the Borrower (in which case the Borrower shall not have the right
to assume the defense or such action on behalf of such Indemnitee); (iii) the
Borrower shall not have employed counsel reasonably satisfactory to such
Indemnitee to represent it within a reasonable time after notice of the
institution of such action; or (iv) the Borrower shall authorize in writing such
Indemnitee to employ separate counsel at the Borrower's expense. The Borrower
will not be liable under this Agreement for any amount paid by an Indemnitee to
settle any claims or actions if the settlement is entered into without the
Borrower's consent, which consent may not be withheld or delayed unless such
settlement is unreasonable in light of such claims or actions against, and
defenses available to, such Indemnitee.


                                     -107-

<PAGE>

          (d) Except as expressly provided in Section 9.05(a) with respect to
Other Taxes, which shall not be duplicative with any amounts paid pursuant to
Section 2.17, this Section 9.05 shall not apply to Taxes.

          SECTION 9.06. Right of Set-off. If an Event of Default shall have
occurred and be continuing, each Lender, each Issuing Bank and each of their
respective Affiliates (to the extent that such Affiliate is the holder of a
Secured Obligation) is hereby authorized at any time and from time to time, to
the fullest extent permitted 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, such Issuing Bank or any
such Affiliate (to the extent that such Affiliate is the holder of a Secured
Obligation) to or for the credit or the account of Holdings, the Borrower or any
Subsidiary against any of and all the obligations of Holdings or the Borrower
now or hereafter existing under this Agreement or any other Loan Document held
by such Lender, such Issuing Bank or such Affiliate, irrespective of whether or
not such Lender, Issuing Bank or Affiliate shall have made any demand under this
Agreement or such other Loan Document and although the obligations may be
unmatured. The rights of each such Lender, Issuing Bank and Affiliate under this
Section 9.06 are in addition to other rights and remedies (including other
rights of set-off) that such Lender, Issuing Bank or Affiliate 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.

          SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Agents, anyIssuing Bank or any Lender in exercising any right or power hereunder
or under any 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 Agents, each 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
Holdings, 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, the Borrower or
any other Loan Party in any case shall entitle such person to any other or
further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (x) in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders and (y) in the
case of any other Loan Document, pursuant to an agreement or agreements in
writing entered into by each party thereto and the Collateral Agent and
consented to by the Required Lenders; provided, however, that no such agreement
shall:

          (i) decrease or forgive the principal amount of, or extend the final
     maturity of, or decrease the rate of interest on, any Loan or any L/C
     Disbursement, without the prior written consent of each Lender directly
     affected thereby; provided, that any


                                      -108-

<PAGE>

     amendment to the financial covenant definitions in this Agreement shall not
     constitute a reduction in the rate of interest for purposes of this clause
     (i);

          (ii) increase or extend the Commitment of any Lender or decrease the
     Commitment Fees or L/C Participation Fees or other fees of any Lender
     without the prior written consent of such Lender (it being understood that
     waivers or modifications of conditions precedent, covenants, Defaults or
     Events of Default or of a mandatory reduction in the aggregate Commitments
     shall not constitute an increase of the Commitments of any Lender);

          (iii) extend or waive any Installment Date or reduce the amount due on
     any Installment Date or extend any date on which payment of interest on any
     Loan or any L/C Disbursement or any Fees is due, without the prior written
     consent of each Lender adversely affected thereby;

          (iv) amend or modify the provisions of Section 2.18(b) or (c) in a
     manner that would by its terms alter the pro rata sharing of payments
     required thereby, without the prior written consent of each Lender
     adversely affected thereby;

          (v) amend or modify the provisions of this Section or the definition
     of the terms "Required Lenders," "Majority Lenders" or any other provision
     hereof specifying the number or percentage of Lenders required to waive,
     amend or modify any rights hereunder or make any determination or grant any
     consent hereunder, without the prior written consent of each Lender
     adversely affected thereby (it being understood that, with the consent of
     the Required Lenders, additional extensions of credit pursuant to this
     Agreement may be included in the determination of the Required Lenders on
     substantially the same basis as the Loans and Commitments are included on
     the Closing Date);

          (vi) release all or substantially all the Collateral or release any of
     Holdings or any Subsidiary Loan Party from its Guarantee under the
     Guarantee and Collateral Agreement, unless, in the case of a Subsidiary
     Loan Party, all or substantially all the Equity Interests of such
     Subsidiary Loan Party is sold or otherwise disposed of in a transaction
     permitted by this Agreement, without the prior written consent of each
     Lender;

          (vii) effect any waiver, amendment or modification that by its terms
     adversely affects the rights in respect of payments or collateral of
     Lenders participating in any Facility differently from those of Lenders
     participating in other Facilities, without the consent of the Majority
     Lenders participating in the adversely affected Facility (it being agreed
     that the Required Lenders may waive, in whole or in part, any prepayment or
     Commitment reduction required by Section 2.11 so long as the application of
     any prepayment or Commitment reduction still required to be made is not
     changed); and

          (viii) waive any of the provisions of Sections 4.01 or 4.02 without
     the consent of the Majority Lenders under each applicable Facility affected
     thereby;

provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or an Issuing Bank
hereunder without the prior written consent of the Administrative Agent or such
Issuing Bank acting as such at the effective date of such


                                     -109-

<PAGE>

agreement, as applicable. Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section 9.08 and any consent by any Lender
pursuant to this Section 9.08 shall bind any assignee of such Lender.

          (c) Without the consent of any Co-Documentation Agent, Syndication
Agent, Joint Lead Arranger or Lender, the Loan Parties and the Administrative
Agent and/or Collateral Agent may (in their respective sole discretion, or
shall, to the extent required by any Loan Document) enter into any amendment,
modification or waiver of any Loan Document, or enter into any new agreement or
instrument, to effect the granting, perfection, protection, expansion or
enhancement of any security interest in any Collateral or additional property to
become Collateral for the benefit of the Secured Parties, or as required by
local law to give effect to, or protect any security interest for the benefit of
the Secured Parties, in any property or so that the security interests therein
comply with applicable law.

          (d) Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent, each Issuing Bank (but only to the extent its rights or
duties hereunder are affected), Holdings and the Borrower (i) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Tranche B Term Loans and the Revolving
Facility Loans and the accrued interest and fees in respect thereof and (ii) to
include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.

          (e) In addition, notwithstanding the foregoing, this Agreement may be
amended with the written consent of the Administrative Agent, Holdings, the
Borrower and the Lenders providing the relevant Replacement Tranche B Term Loans
(as defined below) to permit the refinancing of all outstanding Tranche B Term
Loans ("Refinanced Tranche B Term Loans") with a replacement "B" term loan
tranche hereunder which shall be Loans hereunder ("Replacement Tranche B Term
Loans"); provided that (i) the aggregate principal amount of such Replacement
Tranche B Term Loans shall not exceed the aggregate principal amount of such
Refinanced Tranche B Term Loans, (ii) the Applicable Margin for such Replacement
Tranche B Term Loans shall not be higher than the Applicable Margin for such
Refinanced Tranche B Term Loans, (iii) the weighted average life to maturity of
such Replacement Tranche B Term Loans shall not be shorter than the weighted
average life to maturity of such Refinanced Tranche B Term Loans at the time of
such refinancing and (iv) all other terms applicable to such Replacement Tranche
B Term Loans shall be substantially identical to, or less favorable to the
Lenders providing such Replacement Tranche B Term Loans than, those applicable
to such Refinanced Tranche B Term Loans, except to the extent necessary to
provide for covenants and other terms applicable to any period after the latest
final maturity of the Tranche B Term Loans in effect immediately prior to such
refinancing.

          (f) Notwithstanding the foregoing, technical and conforming
modifications to the Loan Documents may be made with the consent of Holdings and
the Borrower and the Administrative Agent to the extent necessary to integrate
any New Term B Commitments or New Revolving Facility Commitments on
substantially the same basis as the Tranche B Term Loans or Revolving Facility
Loans, as applicable.

          SECTION 9.09. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges that are


                                      -110-

<PAGE>

treated as interest under applicable law (collectively, the "Charges"), as
provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender or
any Issuing Bank, shall exceed the maximum lawful rate (the "Maximum Rate") that
may be contracted for, charged, taken, received or reserved by such Lender in
accordance with applicable law, the rate of interest payable hereunder, together
with all Charges payable to such Lender or such Issuing Bank, shall be limited
to the Maximum Rate, provided that such excess amount shall be paid to such
Lender or such Issuing Bank on subsequent payment dates to the extent not
exceeding the legal limitation.

          SECTION 9.10. Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties
or their Affiliates with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents. Notwithstanding the foregoing, the
Fee Letter shall survive the execution and delivery of this Agreement and remain
in full force and effect. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto 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. 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 two or
more counterparts, each of which shall constitute an original but all of which,
when taken together, shall constitute but one contract, and shall become
effective as provided in Section 9.03. Delivery of an executed counterpart to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed original.

          SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein 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.


                                      -111-

<PAGE>

          SECTION 9.15. Jurisdiction; Consent to Service of Process. (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 heard and determined in such New York State 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 any Lender or any Issuing Bank may otherwise have to bring any action
or proceeding relating to this Agreement or the other Loan Documents against
Holdings, the Borrower or any Loan Party or their 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.

          SECTION 9.16. Confidentiality. Each of the Lenders, each Issuing Bank
and each of the Agents agrees that it shall maintain in confidence any
information relating to Holdings, the Borrower and the other Loan Parties
furnished to it by or on behalf of Holdings, the Borrower or the other Loan
Parties (other than information that (a) has become generally available to the
public other than as a result of a disclosure by such party, (b) has been
independently developed by such Lender, such Issuing Bank or such Agent without
violating this Section 9.16 or (c) was available to such Lender, such Issuing
Bank or such Agent from a third party having, to such person's knowledge, no
obligations of confidentiality to Holdings, the Borrower or any other Loan
Party) and shall not reveal the same other than to its directors, trustees,
officers, employees and advisors with a need to know or to any person that
approves or administers the Loans on behalf of such Lender (so long as each such
person shall have been instructed to keep the same confidential in accordance
with this Section 9.16), except: (A) to the extent necessary to comply with law
or any legal process or the requirements of any Governmental Authority, the
National Association of Insurance Commissioners or of any securities exchange on
which securities of the disclosing party or any Affiliate of the disclosing
party are listed or traded, (B) as part of normal reporting or review procedures
to Governmental Authorities or the National Association of Insurance
Commissioners, (C) to its parent companies, Affiliates or auditors (so long as
each such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16), (D) in order to enforce its rights under any
Loan Document in a legal proceeding, (E) to any prospective assignee of, or
prospective Participant in, any of its rights under this Agreement (so long as
such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16) and (F) to any direct or indirect contractual
counterparty in Swap Agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section).


                                      -112-

<PAGE>

          SECTION 9.17. Citigroup Direct Website Communications.

          (a) Delivery. (i) Each of Holdings and the Borrower hereby agrees that
it will use all reasonable efforts to provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to this Agreement and any other Loan Document,
including all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such
communication that (A) relates to a request for a new, or a conversion of an
existing, borrowing or other extension of credit (including any election of an
interest rate or interest period relating thereto), (B) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled
date therefor, (C) provides notice of any Default or Event of Default under this
Agreement or (D) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications collectively, the
"Communications"), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com. Nothing in this Section 9.17 shall prejudice the
right of the Agents, the Syndication Agent, the Co-Documentation Agents, the
Joint Lead Arrangers or any Lender or any Issuing Bank or any Loan Party to give
any notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan
Document.

          (ii) The Administrative Agent agrees that receipt of the
     Communications by the Administrative Agent at its e-mail address set forth
     above shall constitute effective delivery of the Communications to the
     Administrative Agent for purposes of the Loan Documents. Each Lender agrees
     that notice to it (as provided in the next sentence) specifying that the
     Communications have been posted to the Platform (as defined below) shall
     constitute effective delivery of the Communications to such Lender for
     purposes of the Loan Documents. Each Lender agrees (A) to notify the
     Administrative Agent in writing (including by electronic communication)
     from time to time of such Lender's e-mail address to which the foregoing
     notice may be sent by electronic transmission and (B) that the foregoing
     notice may be sent to such e-mail address.

          (b) Posting. Each Loan Party further agrees that the Administrative
Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission
system (the "Platform").

          (c) The Platform is provided "as is" and "as available." The Agent
Parties (as defined below) do not warrant the accuracy or completeness of the
Communications, or the adequacy of the Platform and expressly disclaim liability
for errors or omissions in the communications. No warranty of any kind, express,
implied or statutory, including any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by any Agent Party in connection with the
Communications or the Platform. In no event shall the Administrative Agent or
any of its affiliates or any of their respective officers, directors, employees,
agents advisors or representatives (collectively, "Agent Parties") have any
liability to the Loan Parties, any Lender or any other person or entity for
damages of any kind, including direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or
otherwise) arising out of any Loan Party's or the Administrative Agent's
transmission of communications through the internet, except to the extent the
liability of any Agent Party is found in a final non-

<PAGE>

appealable judgment by a court of competent jurisdiction to have resulted
primarily from such Agent Party's gross negligence or willful misconduct.

          Section 9.18. Release of Liens and Guarantees. In the event that any
Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of
all or any portion of any of the Equity Interests or assets of any Subsidiary
Loan Party (other than the Equity Interests of the Borrower) to a person that is
not (and is not required to become) a Loan Party in a transaction not prohibited
by Section 6.05, the Administrative Agent and the Collateral Agent shall
promptly (and the Lenders hereby authorize the Administrative Agent and the
Collateral Agent to) take such action and execute any such documents as may be
reasonably requested by Holdings or the Borrower and at the Borrower's expense
to release any Liens created by any Loan Document in respect of such Equity
Interests, and, in the case of a disposition of the Equity Interests of any
Subsidiary Loan Party that is not the Borrower in a transaction permitted by
Section 6.05 and as a result of which such Subsidiary Loan Party would cease to
be a Subsidiary, terminate such Subsidiary Loan Party's obligations under its
Guarantee. In addition, the Administrative Agent and the Collateral Agent agree
to take such actions as are reasonably requested by Holdings or the Borrower and
at the Borrower's expense to terminate the Liens and security interests created
by the Loan Documents when all the Obligations are paid in full and all Letters
of Credit and Commitments are terminated. Any representation, warranty or
covenant contained in any Loan Document relating to any such Equity Interests,
asset or subsidiary of Holdings shall no longer be deemed to be made once such
Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or
disposed of.

          Section 9.19. U.S. Patriot Act. Each Lender hereby notifies each Loan
Party that pursuant to the requirements of the U.S. Patriot Act, it is required
to obtain, verify and record information that identifies Loan Parties, which
information includes the name and address of each Loan Party and other
information that will allow the Lenders to identify such Loan Party in
accordance with the U.S. Patriot Act.

                            [Signature Pages Follow]

<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 written above.

                                        ALPHA NR HOLDING, INC.


                                        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

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

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


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

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        CITIBANK, N.A.
                                        as Issuing Bank


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

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        UBS Loan Finance LLC


                                        By: /s/ Christopher M. Altkin
                                            ------------------------------------
                                        Name: Christopher M. Altkin
                                        Title: Associate Director Banking
                                               Products Services, US


                                        By: /s/ Marie A. Haddad
                                            ------------------------------------
                                        Name: Marie A. Haddad
                                        Title: Associate Director Banking
                                               Products Services, US

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        UBS AG, Stamford Branch
                                        as Issuing Bank


                                        By: /s/ Irja R. Otsa
                                            ------------------------------------
                                        Name: Irja R. Otsa
                                        Title: Associate Director Banking
                                               Products Services, US


                                        By: /s/ Joselin Fernandes
                                            ------------------------------------
                                        Name: Joselin Fernandes
                                        Title: Associate Director Banking
                                               Products Services, US

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Bank of Montreal


                                        By: /s/ Bruce A. Pietka
                                            ------------------------------------
                                        Name: Bruce A. Pietka
                                        Title: Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        BANK OF AMERICA, N.A.


                                        By: /s/ Robert D. Valbona
                                            ------------------------------------
                                        Name: Robert D. Valbona
                                        Title: Managing Director

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        NORTH FORK BUSINESS CAPITAL CORPORATION


                                        By: /s/ Steve Goetschius
                                            ------------------------------------
                                        Name: Steve Goetschius
                                        Title: Senior Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION


                                        By: /s/ Norm Harkleroad
                                            ------------------------------------
                                        Name: Norm Harkleroad
                                        Title: Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Natexis Banques Populaires


                                        By: /s/ Timothy L. Polvado
                                            ------------------------------------
                                        Name: Timothy L. Polvado
                                        Title: Vice President and Group Manager


                                        By: /s/ Louis P. Laville, III
                                            ------------------------------------
                                        Name: Louis P. Laville, III
                                        Title: Vice President and Group Manager

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        NATIONAL CITY BANK OF PENNSYLVANIA


                                        By: /s/ John P. Wojcik
                                            ------------------------------------
                                        Name: John P. Wojcik
                                        Title: Banking Officer

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Raymond James Bank, FSB


                                        By: /s/ Thomas F. Macina
                                            ------------------------------------
                                        Name: Thomas F. Macina
                                        Title: Senior Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        SUMITOMO MITSUI BANKING CORPORATION, as
                                        a Bank


                                        By: /s/ David A. Buck
                                            ------------------------------------
                                        Name: David A. Buck
                                        Title: Senior Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Wells Fargo Bank, N.A.


                                        By: /s/ Tim Green
                                            ------------------------------------
                                        Name: Tim Green
                                        Title: Portfolio Manager

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        SOCIETE GENERALE


                                        By: /s/ Geoff McNamara
                                            ------------------------------------
                                        Name: Geoff McNamara
                                        Title: Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        N M Rothschild and Sons Limited


                                        By:  /s/ C. R. Keay
                                            ------------------------------------
                                        Name:  C. R. Keay
                                              ----------------------------------
                                        Title: Managing Director


                                        By:  /s/ Alina Addison
                                            ------------------------------------
                                        Name:  Alina Addison
                                              ----------------------------------
                                        Title: Assistant Director

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Union Bank of California, N.A.


                                        By: /s/ Dennis G. Blank
                                            ------------------------------------
                                        Name: Dennis G. Blank
                                        Title: Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Branch Banking and Trust Co.


                                        By: /s/ Hugh Ferguson
                                            ------------------------------------
                                        Name: Hugh Ferguson
                                        Title: Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By: /s/ James J. Hess
                                            ------------------------------------
                                        Name: James J. Hess
                                        Title: Senior Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT

<PAGE>

                                        Wachovia Bank, National Association


                                        By: /s/ Keith A. Hoelzer
                                            ------------------------------------
                                        Name: Keith A. Hoelzer
                                        Title: Senior Vice President

               ALPHA NATURAL RESOURCES, LLC 2005 CREDIT AGREEMENT