EXHIBIT 10.4


 





SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”) dated as of May 16, 2013, among JAMES RIVER COAL COMPANY, a Virginia corporation
(the “Issuer”), BDCC HOLDING COMPANY, INC., a Delaware corporation, BELL COUNTY COAL CORPORATION, a Delaware corporation,
BLEDSOE COAL CORPORATION, a Kentucky corporation, BLEDSOE COAL LEASING COMPANY, a Delaware corporation, BLUE DIAMOND COAL COMPANY,
a Delaware corporation, EOLIA RESOURCES, INC., a North Carolina corporation, IRP GP HOLDCO LLC, a Delaware limited liability company,
IRP LP HOLDCO INC., a Delaware corporation, JAMES RIVER COAL SALES, INC., a Delaware corporation, JAMES RIVER COAL SERVICE COMPANY,
a Kentucky corporation, JOHNS CREEK COAL COMPANY, a Tennessee corporation, JOHNS CREEK ELKHORN COAL CORPORATION, a Delaware corporation,
JOHNS CREEK PROCESSING COMPANY, a Delaware corporation, LEECO, INC., a Kentucky corporation, MCCOY ELKHORN COAL CORPORATION, a
Kentucky corporation, SHAMROCK COAL COMPANY, INCORPORATED, a Delaware corporation, TRIAD MINING, INC., an Indiana corporation,
TRIAD UNDERGROUND MINING, LLC, an Indiana limited liability company, INTERNATIONAL RESOURCE PARTNERS LP, a Delaware limited partnership,
INTERNATIONAL RESOURCES HOLDINGS I LLC, a Delaware limited liability company, IRP WV CORP., a Delaware corporation, INTERNATIONAL
RESOURCES HOLDINGS II LLC, a Delaware limited liability company, INTERNATIONAL RESOURCES, LLC, a West Virginia limited liability
company, HAMPDEN COAL COMPANY, LLC, a West Virginia limited liability company, ROCKHOUSE CREEK DEVELOPMENT, LLC, a West Virginia
limited liability company, CHAFIN BRANCH COAL COMPANY, LLC, a West Virginia limited liability company, SNAP CREEK MINING, LLC,
a West Virginia limited liability company, LOGAN & KANAWHA COAL CO., LLC, a West Virginia limited liability company, IRP KENTUCKY
LLC, a Kentucky limited liability company, LAUREL MOUNTAIN RESOURCES LLC, a Kentucky limited liability company, BUCK BRANCH RESOURCES
LLC, a Kentucky limited liability company, JELLICO MINING, LLC, a Kentucky limited liability company, and JAMES RIVER ESCROW INC.,
a Delaware corporation (collectively, the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee
under the indenture referred to below (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer and the Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of March 29, 2011, providing
for the initial issuance of $275 million aggregate principal amount of 7.875% Senior Notes due 2019 (the “Securities”);


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee, the Issuer and the Subsidiary Guarantors are authorized to modify or amend the Indenture without notice to or consent
of any Securityholder to cure any defect or make any change that, in the good faith opinion of the Board of Directors of Issuer,
does not materially and adversely affect the rights of any Holder;


 


WHEREAS, Section 4.03(a)(6) of the Indenture
currently states that a Restricted Subsidiary may make a Guarantee of Indebtedness in accordance with Section 4.06 of the Indenture,
but such reference to Section 4.06 is clearly erroneous and a defect because Section 4.06 does not address subsidiary guarantees;




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WHEREAS, Section 4.10 of the Indenture, titled
“Limitation on Issuance of Guarantees by Restricted Subsidiaries”, does address Guarantees of Indebtedness made by
Restricted Subsidiaries and includes the conditions under which such Guarantees can be made;


 


WHEREAS, the Offering Memorandum dated March
24, 2011 for the Securities issued pursuant to the Indenture states in the description of Section 4.03 on page 91, that a Restricted
Subsidiary may make a Guarantee of Indebtedness in accordance with the “Limitation on Issuance of Guarantees by Restricted
Subsidiaries” covenant, which is a reference to Section 4.10 of the Indenture;


 


WHEREAS, the Board of Directors of the Issuer
has concluded in good faith that making a change to cure such defect does not materially and adversely affect the rights of any
Holder;


 


WHEREAS the Trustee, the Issuer and the Subsidiary
Guarantors wish to and are authorized to execute and deliver this Supplemental Indenture to amend the Indenture to cure such defect
by changing the section reference in Section 4.03(a)(6) of the Indenture from Section 4.06 to Section 4.10, thereby conforming
the text of the Indenture to the clear intention of the parties as well as the description of such section contained in the Offering
Memorandum and allowing for a rational reading of Section 4.03;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the Issuer, the Subsidiary Guarantors and the Trustee mutually covenant and agree
as follows:


 


1.Capitalized Terms. Capitalized
terms used in this Supplemental Indenture (including the recitals hereto) without definition shall have the meanings set forth
in the Indenture.


 


2.Amendment to Indenture. Section
4.03(a)(6) is hereby amended by replacing the reference to Section 4.06 in such section with a reference to Section 4.10. For clarity,
Section 4.03(a)(6) shall read as follows:


 


“Guarantees of the Securities and Guarantees of Indebtedness
of the Company or any Restricted Subsidiary of the Company by any other Restricted Subsidiary of the Company; provided the Guarantee
of such Indebtedness is permitted by and made in accordance with Section 4.10;”


 


3.Ratification of Indenture; Supplemental
Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


4.Trustee’s Disclaimer. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.


 


5.Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.




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6.Counterparts. This Supplemental
Indenture may be executed in two or more counterparts, all of which shall be considered one and the same agreement.


 


7.Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction thereof.


 


8.Conflict with the Trust Indenture Act.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of
1939 (the “TIA”) that is required under the TIA to be part of and govern any provision of this Supplemental Indenture,
the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to
be excluded by this Supplemental Indenture.




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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first written above.


 


	 	
        The Issuer:

         

        JAMES RIVER COAL COMPANY

         

        by

        __/s/ Samuel M. Hopkins, II_______________

        Name: Samuel M. Hopkins, II

        Title: Vice President

         

         

        The Trustee:

         

        U.S. BANK NATIONAL ASSOCIATION

         

        by

        ___/s/ Muriel Shaw______________________

        Name: Muriel Shaw

        Title: Assistant Vice President

         



 


 


 


[Signature pages to Supplemental Indenture continue]




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        The Subsidiary Guarantors:

         

        BDCC HOLDING COMPANY, INC.

        BELL COUNTY COAL CORPORATION

        BLEDSOE COAL CORPORATION

        BLEDSOE COAL LEASING COMPANY

        BLUE DIAMOND COAL COMPANY

        EOLIA RESOURCES, INC.

        IRP GP HOLDCO LLC

        RP LP HOLDCO INC.

        JMES RIVER COAL SALES, C.

        JAMES RIVER COAL SERVICE COMPANY

        JAMES RIVER ESCROW INC.

        JELLICO MINING, LLC

        JOHNS CREEK COAL COMPANY

        JOHNS CREEK ELKHORN COAL CORPORATION

        JOHNS CREEK PROCESSING COMPANY

        LEECO, INC.

        MCCOY ELKHORN COAL CORPORATION

        SHAMROCK COAL COMPANY, INCORPORATED

        TRIAD MINING, INC.

        TRIAD UNDERGROUND MINING, LLC

        INTERNATIONAL RESOURCE PARTNERS LP

        INTERNATIONAL RESOURCES HOLDINGS I LLC

        IRP WV CORP.

        INTERNATIONAL RESOURCES HOLDINGS II LLC

        INTERNATIONAL RESOURCES, LLC

        HAMPDEN COAL COMPANY, LLC

        ROCKHOUSE CREEK DEVELOPMENT, LLC

        CHAFIN BRANCH COAL COMPANY, LLC

        SNAP CREEK MINING, LLC

        LOGAN & KANAWHA COAL CO., LLC

        IRP KENTUCKY LLC

        LAUREL MOUNTAIN RESOURCES LLC

        BUCK BRANCH RESOURCES LLC

         

        On behalf of each of the above named entities

         

        by

        ___/s/
        Samuel M. Hopkins, II_________________

        Name: Samuel M. Hopkins, II

        Title: Vice President

         



 


 


 







[Signature Page to Supplemental Indenture (Corrective
Supplemental Indenture)]




 


 


 






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