Exhibit 10.13


    
      

    

     

    Exhibit
      10.13

     

     

     

    


    AMENDMENT
      No. 2 AND WAIVER (this “Amendment
      and Waiver”)
      dated
      as of May 30, 2006, to the CREDIT AGREEMENT dated as of May 31, 2005 and
      amended on February 22, 2006 (the “Credit
      Agreement”),
      among
      JAMES RIVER COAL COMPANY (the “Borrower”),
      the
      LENDERS from time to time party thereto, PNC BANK, NATIONAL ASSOCIATION, as
      Administrative Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication
      Agent.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      1. Waivers.
      Subject
      to the applicable conditions set forth herein, the undersigned Lenders hereby
      waive compliance with Section 6.13 of the Credit Agreement for any period
      from and including February 22, 2006, to and including the date immediately
      prior to the date hereof.

     

    SECTION
      2. Amendment
      of Section 1.01.
      Section 1.01 of the Credit Agreement is amended by replacing the last
      clause at the end of the definition of “Applicable
      Rate”
in
      its
      entirety by the following clause: 

     

    “Notwithstanding
      the foregoing, the Loan ABR Spread shall be 2.00% and the Loan Eurodollar Spread
      shall be 3.00% from the effective date of the Amendment and Waiver through
      December 31, 2006, provided
      that if
      the senior secured facilities provided to the Borrower hereunder are not rated
      at least B1 by Moody’s and B by S&P after the effective date of the
      Amendment No. 2 and Waiver, then each such percentage shall be increased by
      0.25%.”

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    SECTION
      3. Amendment
      of Section 2.12(c).
      Section 2.12(c) of the Credit Agreement is amended by deleting the
      reference to “3.00% per annum, from the effective date of the Amendment and
      Waiver through September 30, 2006, and 2.75% per annum thereafter” in
      subclause (i)(a) thereof and inserting “3.00% per annum, from the effective
      date of the Amendment and Waiver through December 31, 2006, and 2.75% per annum
      thereafter (provided that if the senior secured facilities provided to the
      Borrower hereunder are not rated at least B1 by Moody’s and B by S&P after
      the effective date of the Amendment No.2 and Waiver, then each such percentage
      referenced in this subclause (i)(a) shall be increased by 0.25%)” in lieu
      thereof.

     

    SECTION
      4. Amendment
      of the Definition of “Leverage Ratio”.
      The
      definition of “Leverage Ratio” is amended by adding the following sentence to
      the end of the definition thereof:

     

    “Solely
      for purposes of calculating the Leverage Ratio for any date using Consolidate
      EBITDA for the period ended on (a) March 31, 2006, Consolidate EBITDA shall
      be
      an amount equal to the product of (i) Consolidated EBITDA for the fiscal
      quarter ended March 31, 2006, and (ii) 4, (b) June 30, 2006, Consolidate
      EBITDA shall be an amount equal to the product of (i) Consolidated EBITDA
      for the fiscal quarters ended March 31, 2006, and June 30, 2006, and
      (ii) 2, and (c) September 30, 2006, Consolidate EBITDA shall be an amount
      equal to the product of (i) Consolidated EBITDA for the fiscal quarters
      ended March 31, 2006, June 30, 2006 and September 30, 2006, and
      (ii) 4/3.”

     

    SECTION
      5. Amendment
      of the-Definition of “Senior Secured Leverage Ratio”.
      The
      definition of “Senior Secured Leverage Ratio” is amended by adding the following
      sentence to the end of the definition thereof:

     

    “Solely
      for purposes of calculating the Senior Secured Leverage Ratio for any date
      using
      Consolidated EBITDA for the period ended on (a) March 31, 2006, Consolidated
      EBITDA shall be an amount equal to the product of (i) Consolidated EBITDA
      for the fiscal quarter ended March 31, 2006, and (ii) 4, (b) June 30, 2006,
      Consolidated EBITDA shall be an amount equal to the product of (i) Consolidated
      EBITDA for the fiscal quarters ended March 31, 2006, and June 30, 2006, and
      (ii)
      2, and (c) September 30, 2006, Consolidated EBITDA shall be an amount equal
      to
      the product of (i) Consolidated EBITDA for the fiscal quarters ended March
      31, 2006, June 30, 2006 and September 30, 2006, and (ii) 4/3.”

     

    SECTION
      6. Amendment
      of Section 6.12.
      Section
      6.12 of the Credit Agreement is amended by adding the following sentence to
      the
      end of such Section (immediately following the table set forth
      therein):

     

    “Solely
      for purposes of calculating the Fixed Charge Coverage Ratio for any date using
      Consolidated EBITDA for the period ended on (a) March 31,

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    2006,
      Consolidated EBITDA shall be an amount equal to the product of
      (i) Consolidated EBITDA for the fiscal quarter ended March 31, 2006, and
      (ii) 4, (b) June 30, 2006, Consolidated EBITDA shall be an amount equal to
      the
      product of (i) Consolidated EBITDA for the fiscal quarters ended March 31,
      2006,
      and June 30, 2006, and (ii) 2, and (c) September 30, 2006, Consolidated EBITDA
      shall be an amount equal to the product of (i) Consolidated EBITDA for the
      fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006,
      and
      (ii) 4/3.”

     

    SECTION
      7. Amendment
      of Section 6.13.
      Section 6.13 of the Credit Agreement is amended in its entirety as
      follows:

     

    “SECTION 6.13.
      Leverage
      Ratio.
      The
      Borrower will not permit the Leverage Ratio as of any date during any period
      set
      forth below to exceed the ratio set forth opposite such period:

     

    
      	
              Period

            	
              Ratio

            
	
              December
                31 through March 30, 2006

            	
              3.50
                to 1.00

            
	
              March
                31, 2006 through June 29, 2006

            	
              2.85
                to 1.00

            
	
              June
                30, 2006 through December 30, 2006

            	
              2.50
                to 1.00

            
	
              December
                31,2006 through December 30, 2007

            	
              2.25
                to 1.00

            
	
              December
                31, 2007 and thereafter

            	
                2.00
                to 1.00"

            


    

    


     

    SECTION
      8. Amendment
      of Section 6.01(a)(vi).
      Section 6.01(a)(vi) of the Credit Agreement is amended in its entirety as
      follows:

     

    “(vi)
      (A) Indebtedness of the Borrower or any Subsidiary incurred to finance the
      acquisition, construction or improvement of any fixed or capital assets,
      including Capital Lease Obligations and any Indebtedness assumed by the Borrower
      or any Subsidiary in connection with the acquisition of any such assets or
      secured by a Lien on any such assets prior to the acquisition thereof,
provided
      that
      such Indebtedness is incurred prior to or within 90 days after such
      acquisition or the completion of such construction or improvement, and
      (B) extensions, renewals and replacements of any such Indebtedness that do
      not increase the outstanding principal amount thereof (plus
      any
      accrued but unpaid interest and premium thereon), provided
      that the
      aggregate principal amount of Indebtedness permitted by this clause (vi)
      shall not exceed $10,000,000 at any time outstanding;”

     

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

     

    (a)
      This
      Amendment and Waiver has been duly authorized, executed and delivered by the
      Borrower and constitutes a legal, valid and binding obligation of the Borrower,
      enforceable in accordance with its terms, subject to applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws affecting

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    creditors’
      rights generally and subject to general principles of equity, regardless of
      whether considered in a proceeding in equity or at law.

     

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

     

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

     

    (d)
      the
      Lenders shall have received quarterly projections for the first [three] fiscal
      quarters commencing after the date hereof which such projections shall include
      projected balances sheets, consolidated statements of operations and
      comprehensive income, and cash flows as of the end of and for each of such
      fiscal quarters.

     

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

     

    SECTION
      10. Amendment
      Fee.
      In
      consideration of the agreements of the Lenders contained in this Amendment
      and
      Waiver, the Borrower agrees to pay to the Administrative Agent, for the account
      of each consenting Lender that delivers an executed counterpart of this
      Amendment and Waiver to the Administrative Agent prior to 5:00 p.m.,
      New York City time, on May 26, 2006, an amendment fee in an amount equal to
      0.25% of such Lender’s Revolving Exposures, Synthetic LC Exposure, unused
      Revolving Commitments and Excess Credit-Linked Deposits as of such
      date.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    SECTION
      11. Conditions
      to Effectiveness.
      This
      Amendment and Waiver shall become effective as of the date (the “Effective
      Date”)
      on
      which each of the following conditions has been satisfied:

     

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

     

    (b)
      the
      Administrative Agent shall have received a certificate of a Financial Officer
      of
      the Borrower, dated the Effective Date, to the effect that the representations
      and warranties set forth in Section 11 hereof are true and correct;


     

    (c)
      the
      Borrower shall have paid to the Administrative Agent, in immediately available
      funds, for the account of each of the Lenders entitled thereto, the Amendment
      Fee referred to in Section 10 hereof; and

     

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

     

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

     

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

     

    SECTION
      14. Counterparts.
      This
      Amendment and Waiver may be executed in two or more counterparts, each of which
      shall constitute an original but all of which when taken together shall
      constitute but one agreement. Delivery of an executed signature page to this
      Amendment and Waiver by facsimile or other electronic

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    transmission
      shall be effective as delivery of a manually signed counterpart of this
      Amendment and Waiver.

     

    SECTION
      15. Expenses.
      The
      Borrower agrees to reimburse the Administrative Agent for its out-of-pocket
      expenses in connection with this Amendment and Waiver, including the reasonable
      fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel
      for the Administrative Agent.

     

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

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      
        	 	
                JAMES
                  RIVER COAL COMPANY,

                as
                  Borrower,

                 

                By
                  /s/ Samuel M. Hopkins, II

                     
                  Name: Samuel M. Hopkins, II 

                     
                  Title: Vice President

              


      

    

    
    

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        	 	
                PNC
                  BANK, NATIONAL

                ASSOCIATION,
                  as Lender and as

                Administrative
                  Agent

                 

                By
                  /s/ Norm Harkleroad 

                    
                  Name: Norm Harkleroad

                    
                  Title: Vice President

              


      

    

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      
        	
              	
                MORGAN
                  STANLEY SENIOR FUNDING, INC.,

                individually
                  and as Syndication Agent,

                 

                by
                  /s/
                  Eugene F. Martin

                Name:
                  Eugene F. Martin

                Title:
                  Vice President Morgan
                  Stanley

                         
                  Senior  Funding,
                  Inc.

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      
        	 	
                SIGNATURE PAGE TO AMENDMENT NO. 2

                AND WAIVER, DATED AS OF MAY 30, 2006,
                  TO

                JAMES RIVER COAL COMPANY CREDIT

                AGREEMENT

              


      

    

     

     

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                ACCESS
                  INSTITUTIONAL LOAN FUND

                By:
                  Deerfield Capital Management LLC as its

                Portfolio
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      
        	 	
                SIGNATURE PAGE TO AMENDMENT NO. 2

                AND WAIVER, DATED AS OF MAY 30, 2006,
                  TO

                JAMES RIVER COAL COMPANY CREDIT

                AGREEMENT

              


      

    

     

     

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for AVERY

                POINT
                  CLO, LTD., as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                    
                  Title: Senior Vice President

              


      

    

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      
        	 	
                 

                SIGNATURE
                  PAGE TO AMENDMENT NO. 2

                AND
                  WAIVER, DATED AS OF MAY 30, 2006, TO

                JAMES
                  RIVER COAL COMPANY CREDIT

                AGREEMENT

              


      

    

     

     

    To
      Approve the Amendment and Waiver:

     

     

    
      
        	 	
                Name
                  of Institution:

                 

                Bank
                  of America N.A.

                 

                by
                  /s/
                  Michael Roof

                    
                  Name: Michael Roof

                    
                  Title: Vice-President

                 

              


      

    

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      
        	 	SIGNATURE
                PAGE TO AMENDMENT NO. 2
                AND
                  WAIVER, DATED AS OF MAY 30, 2006, TO

                JAMES
                  RIVER COAL COMPANY CREDIT

                AGREEMENT

              


      

    

     

     

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                BEAR
                  STEARNS CORPORATE LENDING INC.

                 

                by
                  /s/
                  Richard Bram Smith

                    
                  Name: Richard Bram Smith

                    
                  Title: Vice President

              


      

    

     

    
       

       

       

       

       

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      
        	 	
                SIGNATURE
                  PAGE TO AMENDMENT NO. 2

                AND
                  WAIVER, DATED AS OF MAY 30, 2006, TO

                JAMES
                  RIVER COAL COMPANY CREDIT

                AGREEMENT

              


      

    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                BRIDGEPORT
                  CLO LTD

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

     

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

    
       

      To
        Approve the Amendment and Waiver:

    

    


    
      
        	 	
                Name
                  of Institution:

                 

                BRYN
                  MAWR CLO, Ltd.

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            




     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Castle 

                Hill I
                  - INGOTS, Ltd., as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                   
                  Title: Senior Vice President

              


      

    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

     

    
      To
        Approve the Amendment and Waiver:

    

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Castle

                Hill II
                  - INGOTS, Ltd., as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                    
                  Title: Senior Vice President

              


      

    

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            




     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Castle

                Hill III
                  CLO, Limited, as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                    
                  Title: Senior Vice President

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Caterpillar
                  Financial Services Corporation

                 

                by
                  /s/
                  Christopher C. Patterson

                    
                  Name: Christopher C. Patterson

                    
                  Title: Global Operations
                  Manager

              


      

    

    
       

       

       

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Chatham
                  Light II CLO. Limited, by Sankaty Advisors, LLC

                as
                  Collateral Manager

                 

                by
                  /s/
                  Jeffrey Hawkins

                Name:
                  Jeffrey Hawkins

                Title:
                  Senior Vice President

              


      

    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    :

     

    
      
        	 	
                Name
                  of Institution

                 

                CUMBERLAND
                  II CLO LTD.

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President 

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

     

    
      
        	 	
                Name of Institution:

                 

                
                  THE
                    FOOTHILL GROUP, INC.

                   

                  by
                    /s/
                    Dennis R. Ascher

                      
                    Name: Dennis R. Ascher

                      
                    Title: SR. V.P.

                

              


      

    

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

     

    
      	 	
              Name
                of Institution:

               

              FOREST
                CREEK CLO, Ltd.

               

              By:
                Deerfield Capital Management LLC as its

              Collateral
                Manager

               

              by
                /s/
                Peter Sakon    

              Name:
                Peter Sakon

              Title:
                Vice President

            


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                FOUR
                  CORNERS CLO 2005-I, LTD., as Lender

                By:
                  Four Corners Capital Management LLC, As 

                 

                Collateral
                  Manager

                 

                by
                  /s/
                  Steven Columbaro    

                Name:
                  Steven Columbaro, CFA

                Title:
                  Sr. Vice President

              


      

    

     

    
       

       

       

       

       

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Gleneagles
                  CLO, Ltd.

                 

                By:
                  Highland Capital Management, L.P. as Collateral 

                Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc.,

                               General
                  Partner of
                  Highland Capital

                              
                  Management, L.P.

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Highland
                  Floating Rate Advantage Fund

                 

                by
                  /s/
                  M. Jason Blackburn

                    
                  Name: M. Jason Blackburn

                    
                  Title: Treasurer

              


      

    

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Highland
                  Offshore Partners, L.P.

                 

                By:
                  Highland Capital Management, L.P. as Collateral 

                Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc., General Partner

                              
                  of Highland Capital Management,
                  L.P.

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Jasper
                  CLO, Ltd.

                 

                By:
                  Highland Capital Management, L.P. as Collateral 

                Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                Name:
                  David W. Lancelot

                Title:
                  Treasurer, Strand Advisors, Inc., General Partner 

                of
                  Highland Capital Management,
                  L.P.

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Katonah
                  II, Ltd. by Sankaty Advisors LLC

                as
                  Sub-Advisors

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                    
                  Title: Senior Vice President

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                KNIGHT
                  CBNA LOAN FUNDING

                 

                KNIGHT
                  CFPI LOAN FUNDING LLC

                Knight
                  CBNA Loan Funding LLC, for itself or as Agent 

                for
                  Knight CFPI Loan Funding LLC

                 

                by
                  /s/
                  Matthew Massier

                Name:
                  Matthew Massier

                Title:
                  As Attorney In Fact

              


      

    

     

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Liberty
                  CLO, Ltd.

                 

                By:
                  Highland Capital Management, L.P. as Collateral 

                Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors,
                  Inc.,
               
                  General Partner of
                  Highland Capital

                               
                  Management, L.P.

              


      

    

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Liberty
                  Mutual Fire Insurance Company

                 

                By:
                  Highland Capital Management, L.P. its Investment

                Advisor

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc.,

                               
                  General Partner of
                  Highland Capital

                               
                  Management, L.P.

              


      

    

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Liberty
                  Mutual Insurance Company

                 

                By:
                  Highland Capital Management, L.P. its Investment

                Advisor

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc.,

                               
                  General Partner of
                  Highland Capital

                                
                  Management, L.P.

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Loan
                  Funding IV LLC

                 

                By:
                  Highland Capital Management, L.P. as Collateral

                 Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title:  Treasurer, Strand Advisors, Inc.,

                            
                     General Partner of
                  Highland Capital Management,
                  L.P.

              


      

    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Loan
                  Funding VII LLC

                 

                By:
                  Highland Capital Management, L.P. as Collateral

                 Manager

                 

                By:
                  Strand Advisors, Inc., Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc.,

                               
                  General Partner of
                  Highland Capital Management,
                  L.P.

              


      

    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Loan

                Funding
                  XI LLC, As Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                Name:
                  Jeffrey Hawkins

                Title:
                  Senior Vice President

              


      

    

     

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                LONG
                  GROVE CLO, LIMITED.

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

    
    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                MARKET
                  SQUARE CLO, Ltd.

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                MARQUETTE
                  PARK CLO LTD

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

     

     

    
      
        	 	
                Name
                  of Institution:

                 

                MUIRFIELD
                  TRADING LLC

                 

                by
                  /s/
                  Kristi Milton

                    
                  Name: Kristi Milton

                    
                  Title: Assistant Vice President

                 

              


      

    

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Restoration
                  Funding CLO, LTD

                 

                By:
                  Highland Capital Management, L.P. as Collateral

                Manager

                 

                By:
                  Strand Advisors, Inc. Its General Partner

                 

                by
                  /s/
                  David W. Lancelot    

                    
                  Name: David W. Lancelot

                    
                  Title: Treasurer, Strand Advisors, Inc.,

                              
                  General Partner of
                  Highland Capital

                               Management,
                  L.P.

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                ROSEMONT
                  CLO, Ltd.

                 

                By:
                  Deerfield Capital Management LLC as its

                Collateral
                  Manager

                 

                by
                  /s/
                  Peter Sakon    

                    
                  Name: Peter Sakon

                    
                  Title: Vice President

                 

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

    To
      Approve the Amendment and Waiver:

     

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Race

                Point
                  CLO, Limited, as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                Name:
                  Jeffrey Hawkins

                Title:
                  Senior Vice President

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              SIGNATURE
                PAGE TO AMENDMENT NO. 2

              AND
                WAIVER, DATED AS OF MAY 30, 2006, TO

              JAMES
                RIVER COAL COMPANY CREDIT

              AGREEMENT

            


    

     

     

     

     

    To
      Approve the Amendment and Waiver:

     

    
      
        	 	
                Name
                  of Institution:

                 

                Sankaty
                  Advisors, LLC as Collateral Manager for Race

                Point
                  II CLO, Limited, as Term Lender

                 

                by
                  /s/
                  Jeffrey Hawkins

                    
                  Name: Jeffrey Hawkins

                    
                  Title: Senior Vice President