Exhibit 4.19

SECOND AMENDMENT AND FORBEARANCE AGREEMENT

This Second Amendment and Forbearance Agreement (this "Agreement") is made as of the
12th day of January, 2010 among Evergreen Energy Inc. ("Evergreen"), Evergreen Operations, LLC ("Evergreen
Op") and Buckeye Industrial Mining Co. ("Buckeye," together with Evergreen and Evergreen Op, the
"Companies" and each individually referred to as a "Company"), Centurion Credit Funding LLC
("Centurion") and Level 3 Capital Fund LP ("Level 3", and together with Centurion,
the "Investors").

Background

A.    The
Companies and the Investors are parties to a certain Note Purchase Agreement dated as of March 20, 2009, as amended by the First Amendment to Note Purchase
Agreement dated as of April 8, 2009 (as may be further modified and amended from time to time, the "Purchase Agreement"), pursuant to which the
Companies issued to the Investors and the Investors purchased certain Senior Secured Convertible Promissory Notes in the aggregate principal amount of $15,000,000 (the
"Existing Notes" and together with the Additional Notes (as defined below), collectively, the "Notes"
and each a "Note"). The Purchase Agreement and all instruments, documents and agreements executed in connection therewith, or related thereto, including
the Notes, are referred to herein collectively as the "Transaction Documents". All capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Purchase Agreement.

B.    The
following Events of Default have occurred and are continuing: Companies have failed to make payment of the principal amount, interest and other monetary obligations
under each of the Existing Notes on the Maturity Date (as defined in each of the Notes) (collectively, the "Existing Defaults"). As a result of the
existence of the Existing Defaults, Lender has the right under the Existing Notes, Security Agreement and Pledge Agreement to exercise any and all of its rights and remedies with respect to the
Existing Defaults, including, without limitation, the right to cease providing any other financial accommodations to Companies.

C.    Notwithstanding
the existence of the Existing Defaults, Companies have requested that Investors forbear for a limited period of time from exercising their rights and
remedies as a result of and with respect to such Existing Defaults and Investors are willing to agree to the foregoing solely for the period and on and subject to the terms and conditions set forth in
this Agreement.

D.    Pursuant
to the Existing Notes, Companies owe to Investors an Exit Fee equal to the aggregate amount of $2,250,000, which amount was due and payable in full on the
Maturity Date and was not paid when due. In connection with Investors' agreement to forbear from exercising their rights and remedies as a result of such Existing Defaults, Companies have requested,
and Investors have agreed, to extend the time of payment of the Exit Fee by issuing to Investors additional notes in the aggregate principal amount of $2,250,000 to evidence the fully earned Exit Fee
owed to Investors.

E.    Effective
December 18, 2009, the Companies and Investors agreed to amend the terms and conditions of the Transaction Documents pursuant to the terms and conditions
of a binding term sheet (the "Term Sheet") which contemplated the execution of this Agreement.

F.     The
Companies and Investors have agreed to amend the terms and conditions of the Transaction Documents pursuant to the terms and conditions of this Agreement.

NOW,
THEREFORE, with the foregoing Background incorporated by reference and made a part hereof and intending to be legally bound, the parties agree as follows:

1.Acknowledgment of Existing Defaults.Companies acknowledge, confirm and agree that (a) the Existing
Defaults have occurred and are continuing and (b) Investors have the presently exercisable right to exercise all rights and remedies against Companies and the Collateral (as defined in the
Security Agreement) as are available to Investors under the Existing Notes and the other Transaction

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Documents
and under applicable law, all without notice to or consent by Companies, except as expressly provided for under the Existing Notes or other Transaction Documents or required by applicable
law.

2.     Limited Forbearance Period; Forbearance Termination.



3.Amendments and Modifications.



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4.Issuance of Additional Note.



5.Acknowledgment of Indebtedness and Obligations.Companies hereby confirm and acknowledge that immediately
prior to the execution of this Agreement, Companies were indebted to Investors in the aggregate principal amount of Fifteen Million Dollars ($15,000,000.00) plus the Exit Fee amount of Two Million Two
Hundred Fifty Thousand Dollars ($2,250,000.00),plusinterest and all other fees, costs and expenses incurred to date in connection with and owing by
Companies under the Purchase Agreement, Notes and the other Transaction Documents, in each case, without any deduction, defense, setoff, claim or counterclaim, of any nature.

6.Forbearance Fee.Companies shall pay to Centurion a fee of $1,628,705 and to Level 3 a fee of $196,295
(collectively, the "Forbearance Fee"), which Forbearance Fee shall be fully earned upon the effectiveness of this Agreement, which fee shall be due and
payable in cash in immediately available funds upon the earliest of (i) a closing on the First Equity Offering, (ii) the closing of the Sale of Buckeye, (iii) the occurrence of a
Forbearance Event of Default or (iv) repayment of the Notes in full.

7.Representations and Warranties.Each Company represents and warrants to Investors that:



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8.Closing Conditions.Closing of this Agreement shall be subject to completion of the following conditions
precedent (all documents to be in form and substance satisfactory to the Investors and Investors' counsel):



9.Expenses.The Companies shall pay upon demand any and all costs, fees and expenses of Investors (including
without limitation, the fees, costs and expenses of Investors' Consultant and attorneys' fees) in connection with the preparation, negotiation and completion of this Agreement and the transactions
contemplated hereby and all fees, costs and expenses incurred by Investors in connection with the administration of and enforcement, protection and defense of the rights and claims of the Investors
under this Agreement, the Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge that in connection with the Term Sheet, the Companies have paid an expense
retainer of $25,000 to be applied towards the fees, costs and expenses of Investors incurred in connection with the preparation, negotiation and completion of this Agreement and the transactions
contemplated hereby. The parties hereto also acknowledge that prior to the payment of the retainer, there was a balance due of $15,099.15 relating to an invoice from counsel to the Investors dated
December 2, 2009. In addition to the expense retainer and the balance due referenced above, the Investors estimate that an additional approximately $10,000 of costs, fees and expenses have been
or will be incurred connection with the preparation, negotiation and completion of this Agreement and the transactions contemplated hereby. The Companies shall pay the balance due and the additional
costs, fees and expenses referenced above upon execution of this Agreement. In addition to the foregoing, the Companies acknowledge that Investors anticipate further costs, fees and expenses in
respect of title endorsements to be prepared in connection with the transactions contemplated hereby which shall be the responsibility of the Companies. Investors shall notify the Companies prior
incurring any such expenses in excess of the foregoing amounts.

10.No Waivers, Reservation of Rights.Investors have not waived, are not by this Agreement waiving, and has no
intention of waiving, the Existing Defaults or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same
or similar to the Existing Defaults or otherwise), or any event which, with the passage of time or giving of notice, will become an Event of Default. Investors have not agreed to forbear with respect
to any of their rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Defaults to the extent expressly set forth herein), which may be continuing
as of the date hereof or which may occur after the date hereof. Except as expressly

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set
forth inSection 2(a), Investors reserve the right to exercise all of their rights and remedies, whether arising under the Purchase
Agreement, the Notes, the other Transaction Documents or applicable law. Neither this Agreement nor any other agreement entered in connection herewith or pursuant to the terms hereof shall be deemed
or construed to be a compromise, satisfaction, reinstatement, accord and satisfaction, novation or release of the Purchase Agreement or any of the other Transaction Documents, or any rights or
obligations thereunder, or a waiver by either Investor of any of its rights thereunder or at law or in equity. This Agreement does not obligate Investors to agree to any other extension or
modification of the Purchase Agreement nor does it constitute a course of conduct or dealing on behalf of Investors or a waiver of any other rights or remedies of Investors. No omission or delay by
Lender in exercising any right or power under the Purchase Agreement, this Agreement, the Notes, the other Transaction Documents or any related instruments, agreements or documents will impair such
right or power or be construed to be a waiver of any default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or
further exercise thereof or the exercise of any other right, and no waiver will be valid unless in writing and then only to the extent specified.

11.Ratification of Transaction Documents.This Agreement is incorporated into and made a part of the Purchase
Agreement and other Transaction Documents, the terms and provisions of which, unless expressly modified by this Agreement, are each ratified and confirmed and continue unchanged and in full force and
effect. Nothing in this Agreement is intended in any way to limit or impair or release any liens, security interests or encumbrances that Investors have in the Companies' real or personal property,
including, without limitation, the Collateral or the priority of such liens, security interests or encumbrances. Investors are and shall be entitled to the rights, remedies and benefits provided for
in the Purchase Agreement and the other Transaction Documents and pursuant to applicable law, but subject to the terms and conditions of this Agreement. All references to the Purchase Agreement shall
mean the Purchase Agreement as modified by this Agreement.

12.Collateral.Each Company hereby confirms and agrees that all security interests and liens granted to
Investors continue in full force and effect and shall continue to secure the Secured Obligations (as defined in the Security Agreement). Companies acknowledge and agree that nothing herein contained
in any way impairs Investors' rights or priority in such security.

13.Release.(a) Each Company hereby acknowledges and agrees that: (i) neither it nor any of its
Affiliates has any claim or cause of action against Investors, or any of them (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and
(ii) Investors have heretofore properly performed and satisfied in a timely manner all of their obligations to each Company under the Purchase Agreement and the other Transaction Documents.
Notwithstanding the foregoing, in order to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Investors'
rights, interests, security and/or remedies under the Purchase Agreement and the other Transaction Documents, for and in consideration of the agreements contained in this Agreement and other good and
valuable consideration, each Company (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (each a
"Releasor" and collectively, the "Releasors") does hereby fully, finally, unconditionally and
irrevocably release and forever discharge Investors, and each of them, and each of their Affiliates, officers, directors, employees, attorneys, consultants and agents (each a
"Released Party" and collectively, the "Released Parties") from any and all debts, claims, obligations,
damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent of fixed, direct or indirect, and of
whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against
any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof arising out of, connected with or related in any way to this Agreement,
the

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Purchase
Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or Investors' agreements contained therein, or the possession, use, operation or
control of any of the assets of agreements contained therein, or the possession, use, operation or control of any of the assets of any Company, or the making of any advance, or the management of such
advance or the Collateral,providedthe foregoing release in no manner releases the Investors from any breach of the any term of this Agreement or the
Transaction Documents after the date hereof.



14.GOVERNING LAW:



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15.Waivers.No Company will, directly or indirectly, do any act or fail to do any act, which would impair or
affect Investors' security interest in any Collateral, nor will any Company, upon any default or Event of Default, contest Investors' right to obtain judgment against the Companies or to foreclose
upon any Collateral pledged to Investors, nor will any Company move to vacate or enjoin such judgment or foreclosure. Each Company waives and renounces all rights which are waivable under
Article 9 of the Code (as defined in the Security Agreement), whether such rights are waivable before or after default, including, without limitation, those rights with respect to compulsory
disposition of collateral (U.C.C. §§9-610, 9-615 and 9-620), any right of redemption under U.C.C. §9-623, and any
right to notice relating to disposition of collateral under U.C.C. §9-611.

16.Future Negotiations.The parties hereto acknowledge and agree that (A) Investors have not agreed to
and has no future obligation whatsoever to discuss, negotiate or agree to any restructuring of the Companies' obligations with respect to the Purchase Agreement, the Notes (including, without
limitation, the Additional Notes), the other Transaction Documents, or any of them, or any modification, amendment, restructuring or reinstatement of such agreements or, except as expressly provided
in this Agreement, to forbear from exercising its rights and remedies under such agreements or otherwise, and (B) if there are any future discussions among Investors and the Companies
concerning any such restructuring, modification, amendment or reinstatement, then no restructuring, modification, amendment, reinstatement, compromise, settlement, agreement or understanding with
respect to obligations under the Purchase Agreement, the Notes (including, without limitation, the Additional Notes), the other Transaction Documents, or any of them, or any aspect thereof, shall
constitute a legally binding agreement or contract or have any force or effect whatsoever unless and until reduced to writing and signed by Investors and that none of the parties hereto shall assert
or claim in any legal proceedings or otherwise that any such agreement exists except in accordance with the terms of this Section.

17.Confidentiality.The Investors acknowledge and agree to keep as confidential and not share with any person,
other than any of its officers, directors, employees, counsel, agents, investment bankers, or accountants, including, without limitation, Investors' Consultant, any and all confidential information
received by the Investors or the Investors' Consultant pursuant to the terms of this Agreement or the Transaction Documents, including, but not limited to, all information provided by the Companies
pursuant to Sections 3(e) and 3(h) hereof;provided,however, that such party may disclose or use
any such information (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its affiliates and representatives, (ii) as
becomes available to the Investors on a non-confidential basis from a source other than the Companies or the Companies' affiliates or representatives, provided that such source is not
known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy, (iii) as may be required in any report, statement or testimony required to
be submitted to any governmental entity having or claiming to have jurisdiction over it, or as may be otherwise required by applicable law, or as may be required in response to any summons or subpoena
or in connection with any litigation, (iv) as may be required to obtain any governmental entity approval or consent required in order to consummate the transactions contemplated by this
Agreement or the other Transaction Documents or (v) as may be necessary to establish or enforce the Investors' rights and/or to exercise the Investors' remedies under the Purchase Agreement,
this Agreement and the other Transaction Documents, subject to the execution and delivery of a Non-Disclosure Agreement containing restrictions and limitations substantially similar to
those contained in this Section 17. As condition to the receipt of any confidential information, the Companies may require the Investors' Consultant to execute a customary confidentiality and
non-use agreement, prohibiting the dissemination or use of information provided,

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other
than for the purposes specifically set forth in Section 3(h). In addition to any remedy at law or in equity, the Company shall be entitled to seek immediate injunctive relief for any
breach or attempted breach of this Section 17. In addition to the foregoing confidentiality provisions, neither the Investors nor the Investors' Consultant shall provide any information
regarding the Companies to any person who has considered or is considering the acquisition of any of the stock or assets of Buckeye.

18.Advice of Counsel.Each Company (a) understands fully the terms of this Agreement and the
consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have this Agreement reviewed by, such attorneys and other
persons as such Company may wish and specifically regarding the effect and implications of Sections 13 and 15 above, and (c) has entered into this Agreement and executed and delivered
all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and knowingly and voluntarily hereby waives the rights
described therein or affected thereby. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor
of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the
other documents executed pursuant hereto or in connection herewith.

19.Signatories:Each individual signatory hereto represents and warrants that he or she is duly authorized to
execute this Agreement on behalf of his or her principal and that he or she executes the Agreement in such capacity and not as a party.

20.Duplicate Originals:Two or more duplicate originals of this Agreement may be signed by the parties, each of
which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in counterparts, all of which counterparts taken together shall
constitute one completed fully executed document. Signature by facsimile or PDF shall bind the parties hereto.

21.Severability:The provisions of this Agreement are to be deemed severable, and the invalidity or
unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

Companies:

EVERGREEN ENERGY INC.By:

Name: Diana L. Kubik
Title:Vice President and Chief Financial OfficerEVERGREEN OPERATIONS, LLCBy:

Name: Diana L. Kubik
Title:Vice President and Chief Financial OfficerBUCKEYE INDUSTRIAL MINING CO.By:

Name: Diana L. Kubik
Title:Vice President and Chief Financial OfficerInvestors:

CENTURION CREDIT FUNDING LLCBy:

Name: Dan Small
Title:Authorized SignatoryLEVEL 3 CAPITAL FUND LPBy:

Level 3 Capital Management LLC, its general partnerBy:

Name:
Title:


[SIGNATURE PAGE TO SECOND AMENDMENT AND FORBEARANCE AGREEMENT]

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