WAIVER, CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit
10.2
[EXECUTION
COPY]
WAIVER,
CONSENT AND FIRST AMENDMENT
TO REVOLVING CREDIT AGREEMENT
THIS
WAIVER, CONSENT
AND FIRST AMENDMENT
TO REVOLVING CREDIT AGREEMENT (this
“Agreement”),
is
made and entered into as of August 7, 2007 (the “Effective
Date”),
by
and among ▇▇▇▇▇ River Coal Company, a corporation organized under the laws
of
Virginia (“JRCC”),
and
certain of JRCC’s Subsidiaries identified on the signature pages hereof, as
borrowers (such Subsidiaries, together with JRCC, are referred to hereinafter
each individually as a “Borrower”,
and
collectively, jointly and severally, as the “Borrowers”),
and
the other credit parties hereto, identified on the signature pages hereof as
Guarantors (together, the Borrowers and Guarantors, the “Credit
Parties”),
the
lenders party hereto from time to time (the “Lenders”),
General Electric Capital Corporation (“GECC”),
a
corporation formed under the laws of Delaware, as
co-lead arranger and administrative agent for the Lenders (in such capacity,
together with its successors and assigns, if any, the “Administrative
Agent”)
and as
collateral agent for the Lenders (in such capacity, the “Collateral
Agent”),
with
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., having acted as co-lead arranger for the
Lenders with GECC.
W
I T N E S S E T H:
WHEREAS,
the
Borrowers, the other Credit Parties signatory thereto, the Lenders and L/C
Issuers party thereto, and the Administrative Agent are parties to that certain
Revolving Credit Agreement, dated as of February 26, 2007 (as amended, restated,
supplemented and revised from time to time, the “Credit
Agreement”),
pursuant to which the Lenders have committed to make certain loans
and
other extensions of credit to the Borrowers upon the terms and conditions set
forth therein; and
WHEREAS, the
Borrowers have requested that the Lenders make certain changes to the Credit
Agreement and that the Lenders consent to certain actions of the Borrowers;
and
WHEREAS,
the
Lenders are willing, upon and subject to certain conditions, to amend the Credit
Agreement in certain respects, all in accordance with and subject to the terms
and conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the premises, the covenants and agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto do hereby agree as
follows:
1. Defined
Terms.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to such terms in the Credit Agreement.
2. Waiver.
The
Administrative Agent and the undersigned Lenders, subject to the terms and
conditions of this Agreement, including without limitation the conditions to
effectiveness specified in Section
8
below,
hereby waive any Default or Event of Default solely occurring by reason of
the
Borrower’s failure to comply with (a) the Minimum Consolidated EBITDA covenant
set forth in Section
10.01
solely
for the period ending on June 30, 2007 and (b) the Leverage Ratio covenant
set
forth in Section
10.02
solely
for the period ending on June 30, 2007.
1
3. Consent.
(a)
Subject to the limitations set forth in Section
9.05(e)
of the
Credit Agreement (as amended hereby), the Required Lenders hereby consent to
JRCC’s issuance and/or sale of shares of common stock in JRCC (the “Equity
Issuance”)
under
the Registration Statement on Form S-3 filed by JRCC with the Securities &
Exchange Commission on June 7, 2007 (the “Shelf
Registration”).
(b) The
parties hereto further agree that notwithstanding the limitations set forth
in
Section 9.02 of the Credit Agreement, at least fifty percent (50%) of the Net
Offering Proceeds of any Equity Issuance shall be, upon receipt, segregated
into
a Cash Management Account and may be offered as a mandatory prepayment to the
Term Lenders (the “Equity
Repayment”).
In
the event any Term Lender does not accept its pro rata share of such Equity
Prepayment, such Term Lender’s pro rata share of the Equity Repayment may be
retained by JRCC, or used by Borrowers for any corporate purpose (including,
without limitation, to prepay, purchase or otherwise redeem the 9.375% Senior
Notes due 2012); provided however,
that no
prepayment of Indebtedness, other than the Obligations and the Term Loan
Obligations, shall be permitted if, after giving effect to such prepayment
on a
pro forma basis, any Default or Event of Default shall have occurred.
Notwithstanding the above, no Equity Repayment shall be required in connection
with up to an aggregate amount of $40,000,000 of the Net Offering Proceeds
of
any Equity Issuance occurring prior to March 30, 2008.
4. Amendments
to the Credit Agreement.
(a) Section
1.01
of the
Credit Agreement, Definitions,
is
hereby amended by adding the following definitions in the appropriate
alphabetical order:
“Disqualified
Equity Interest”
means
any Equity Interest which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to
a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date six months after
the earlier of the Maturity Date or the date that the Commitments and the
Obligations hereunder are no longer outstanding, or (b) is convertible into
or
exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any Equity Interest referred to in (a) above, in each case
at
any time on or prior to the date six months after the earlier of the Maturity
Date or the date that the Commitments and the Obligations hereunder are no
longer outstanding, or (c) contains any repurchase obligation which may come
into effect prior to payment in full of all Obligations.
“First
Amendment Date”
means
the effective date of the Waiver, Consent and First Amendment to Revolving
Credit Agreement dated as of August 7, 2007.
“Mandated
Capital Expenditures”
means
the amount of any Capital Expenditures required to be made by the Credit Parties
as the result of any law or regulation, directive, guideline or decision of
any
Governmental Authority (including without limitation the Mine Improvement and
New Emergency Response Act of 2006 and MSHA safety initiatives implemented
in
2006 and 2007); provided that the aggregate amount of all such Capital
Expenditures shall not exceed $5,000,000 within any consecutive period of twelve
months.
2
“Minimum
Liquidity”
means
cash and Cash Equivalents of the Credit Parties held in Cash Management Accounts
plus
Availability.
“Minimum
Liquidity Threshold”
has
the
meaning ascribed to such term in Section
10.04.
“Net
Offering Proceeds”
means
an amount equal to the cash and Cash Equivalents raised in any initial or
secondary public or private offering or sale of any equity security of any
Credit Party minus
any
direct, reasonable costs, fees, taxes, commissions and underwriting discounts
incurred and paid in connection therewith.
“Shelf
Registration”
means
that certain Registration Statement on Form S-3 filed by JRCC with the
Securities & Exchange Commission on June 7, 2007.
(b) Section
1.01 of the Credit Agreement, Definitions,
is
hereby amended by deleting the definition of “Applicable
Margin”
and
substituting in lieu thereof the following:
“Applicable
Margin”
means,
one and three quarter percentage points (1.75%) in the case of Base Rate Loans
and two and three quarter percentage points (2.75%) in the case of LIBOR Rate
Loans.
(c) Section
4.04(b)
of the
Credit Agreement, Fees,
is
hereby amended by replacing the percentage of “2.00%” set forth in the second
line thereof with the percentage of “2.75%”.
(d) Section
9.05
of the
Credit Agreement, Limitation
on Issuance of Equity Interests,
is
hereby amended by deleting the word “or” following clause (c) thereof and
inserting the following new clause (e) immediately following clause (d)
thereof:
“or
(e)
issuances of Equity Interests (other than Disqualified Equity Interests)
consisting solely of common stock of JRCC, under the Shelf Registration to
the
holders of any Indebtedness in exchange for, or as a redemption or repayment
of,
any or all such Indebtedness.”
(d) Section
9.15,
Securities
Accounts; Deposit Accounts,
of the
Credit Agreement is hereby amended by deleting such Section in its entirety
and
inserting the following in lieu thereof:
“SECTION
9.15 Securities
Accounts; Deposit Accounts.
Subject
to the Security Agreement and except as permitted by SECTION 5.01(v), it shall
not establish or maintain any Securities Account, Deposit Account or similar
account unless the Collateral Agent shall have received a Control Agreement
in
respect of such Securities Account, Deposit Account or similar account;
provided that,
this
requirement shall not apply to (A) any Deposit Account with an average daily
balance of less than $100,000,
so long
as the aggregate daily balances in all such accounts do not exceed $1,000,000,
(B) any payroll, withholding tax or other fiduciary account or (C) any account
for payment of workers compensation and employment claims. Each Credit Party
shall comply in all material respects with the provisions of each Control
Agreement to which it is a party.
3
(e) Section
9.18,
Minimum
Availability.
The
Credit Agreement is hereby amended by inserting the following as a new Section
9.18.
“SECTION
9.18 Minimum
Availability.
It
shall not permit Availability to be less than $10,000,000 at any time, unless
and until Consolidated EBITDA for the twelve (12)-month period ended on the
last
date of any fiscal quarter ending on or after September 30, 2008 as reported
under Section
10.01
is
greater than $75,000,000, from and after which date this Section
9.18
shall no
longer apply.”
(f) Section
10.01,
Minimum
Consolidated EBITDA,
of the
Credit Agreement is hereby amended by deleting such Section in its entirety
and
inserting the following in
lieu
thereof:
“SECTION
10.01 Minimum
Consolidated EBITDA.
The
Credit Parties shall
not
permit Consolidated EBITDA:
(a) for
the
nine (9) month period ending as of September 30, 2007 to be less
than
$19.0 million, and
(b) for
the
twelve (12)-month period ending on any date set forth in the table
below to be less than the amount set forth opposite such date:
|
Measurement
Period Ending
|
Consolidated
EBITDA
|
|
December 31,
2007
|
$23.2
million
|
|
March
31, 2008
|
$24.1
million
|
|
June
30, 2008
|
$34.5
million
|
|
September
30, 2008
|
$40.4
million
|
|
December 31,
2008
|
$47.0
million
|
|
March
31, 2009
|
$54.1
million
|
|
June
30, 2009
|
$61.3
million
|
|
September
30, 2009
|
$72.2
million
|
|
December 31,
2009
|
$78.9
million
|
|
March
31, 2010
|
$78.9
million
|
|
June
30, 2010
|
$78.1
million
|
|
September
30, 2010
|
$76.5
million
|
|
December 31,
2010
|
$78.8
million
|
(g) Section
10.02,
Leverage
Ratio,
of the
Credit Agreement is hereby amended by deleting such Section in its entirety
and
inserting the following in lieu thereof:
“SECTION
10.02 Leverage
Ratio.
The
Credit Parties shall not permit the
Leverage Ratio for the Credit Parties as of any date set forth in the table
below to be greater
than the amount set forth opposite such date:
4
|
Measurement
Period Ending
|
Leverage
Ratio
|
|
September
30, 2007
|
4.5x
|
|
December 31,
2007
|
4.9x
|
|
March
31, 2008
|
5.0x
|
|
June
30, 2008
|
3.6x
|
|
September
30, 2008
|
3.0x
|
|
December 31,
2008
|
2.6x
|
|
March
31, 2009
|
2.2x
|
|
June
30, 2009
|
2.0x
|
|
September
30, 2009
|
1.7x
|
|
December 31,
2009
|
1.5x
|
|
March
31, 2010
|
1.5x
|
|
June
30, 2010
|
1.5x
|
|
September
30, 2010
|
1.6x
|
|
December 31,
2010
|
1.5x
|
(h)
Section
10.03,
Capital
Expenditures,
of the
Credit Agreement is hereby amended by deleting such Section in its entirety
and
inserting the following in lieu thereof:
“SECTION
10.03 Capital
Expenditures.
The
Credit Parties shall not make or agree to make any Capital Expenditure (other
than Mandated Capital Expenditures) for the most recently ended Fiscal Year
that
would cause the aggregate amount of all such Capital Expenditures made by the
Credit Parties to exceed the amount set forth opposite such Fiscal
Year:
|
Fiscal
Year Ending
|
Capital
Expenditures (other
than
Mandated Capital
Expenditures)
|
|
December 31,
2007
|
$56.1
million
|
|
December 31,
2008
|
$56.1
million
|
|
December
31, 2009 and each
Fiscal
Year thereafter
|
$66.0
million
|
provided,
however,
to the
extent that actual Capital Expenditures (exclusive of Mandated Capital
Expenditures) for any Fiscal Year are less than the maximum amount set forth
above for such Fiscal Year, such unused amount may be carried forward and used
only in the next Fiscal Year (where it shall be deemed to be spent
last).”
(i) Section
10.04,
Minimum
Liquidity Threshold.
The
Credit Agreement is hereby amended by adding a new Section 10.04 as
follows:
“SECTION
10.04 Minimum
Liquidity Threshold.
The
Credit Parties shall not permit the Minimum Liquidity for the Credit Parties
to
be less than the amount set forth below (the “Minimum
Liquidity Threshold”).
5
|
Measurement
Date
|
Minimum
Liquidity
|
|
At
all times beginning from and after August 7, 2007
|
$10
million
|
|
On
December 31, 2007
|
$25
million
|
|
On
March 31, 2008
|
$20
million
|
|
At
all other times
|
$10
million
|
provided,
however,
that if
as of the end of any fiscal quarter ended on or after September 30, 2008 that
the Credit Parties’ Consolidated EBITDA for the twelve (12)-month period ending
on the most recent date set forth in Section 10.01 is more than $75,000,000,
then from and after such date, the Credit Parties shall no longer be required
to
meet the Minimum Liquidity Threshold.”
5. Affirmation
and Acknowledgment of the Borrowers. The
Borrowers hereby ratify and confirm all of their Obligations to the Lenders,
including, without limitation, the Loans, and the Borrowers hereby affirm their
absolute and unconditional promise to pay to the Lenders all indebtedness,
obligations and liabilities in respect of the Loans, the Letters of Credit,
and
all other amounts due under the Credit Agreement and the other Loan Documents
as
amended hereby. The Borrowers hereby confirm that the Obligations are and remain
secured pursuant to the Loan Documents and pursuant to all other instruments
and
documents executed and delivered by the Borrowers as security for the
Obligations.
6. No
Other Waivers, Amendments or Consents.
Except
for the waiver in Section
2,
the
consents in Section
3
hereof
and the amendments
expressly set forth and referred to in Section
4
hereof,
the Credit Agreement shall remain unchanged and in full force and effect. The
waiver and consents contained herein shall not extend beyond the terms expressly
set forth herein for such waiver and consents, nor impair any right or power
accruing to the Administrative Agent or any Lender with respect to any other
Default or Event of Default or any Default or Event of Default which occurs
after the date hereof. Nothing in this Agreement is intended or shall be
construed to be a novation of any Obligations or any part of the Credit
Agreement or any of the other Loan Documents or to affect, modify or impair
the
continuity or perfection of the Administrative Agent’s Liens under the Credit
Agreement and Loan Documents.
7. Representations,
Warranties and Covenants.
To
induce the undersigned Lenders to enter into this Agreement, the Credit Parties
hereby warrant, represent and covenant to and with to the Lenders and the
Administrative Agent that:
(a)
this Agreement has been duly authorized, executed and delivered by the Credit
Parties; (b) this Agreement and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Credit Parties,
enforceable in accordance with their respective terms; (c) after giving effect
to this Agreement, no Default or Event of Default has occurred and is continuing
as of this date; (d) no approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the execution,
delivery or performance by the Credit Parties of this Agreement or the Credit
Agreement as amended hereby; and (e) after giving effect to this Agreement,
all
of the representations and warranties made by the Credit Parties in the Credit
Agreement are true and correct in all material respects on and as of the date
of
this Agreement (except to the extent that any such representations or warranties
expressly referred to a specific prior date and except for changes therein
expressly permitted or expressly contemplated by the Credit Agreement or the
other Loan Documents). Any breach by the Credit Parties of any of its
representations, warranties and covenants contained in this Section
7
shall be
an Event of Default under the Credit Agreement.
6
8. Conditions
to Effectiveness.
This
Agreement shall not become effective unless and until the Administrative Agent
has received (a) payment from the Borrowers of an amendment fee in an amount
equal to 0.125% times
the
Commitments, (b) one or more counterparts of this Agreement, duly executed,
completed and delivered by the Borrowers, the other Credit Parties and the
Required Lenders and (c) a fully-executed amendment to the Term Credit
Agreement, in the form attached hereto as Exhibit A.
9. Reimbursement
of Expenses.
The
Borrowers hereby agree to reimburse the Administrative Agent on demand for
all
reasonable fees and reasonable out-of-pocket costs and expenses (including
without limitation the reasonable and actual fees and expenses of its counsel)
incurred by the Administrative Agent in connection with the negotiation,
documentation and consummation of this Agreement and the other documents
executed in connection herewith and the transactions contemplated
hereby.
10. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
11. Severability
of Provisions.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. To the extent permitted by applicable law, the
Borrowers hereby waive any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.
12. Counterparts.
This
Agreement may be executed in any number of several counterparts, all of which
shall be deemed to constitute but one original and shall be binding upon all
parties, their successors and permitted assigns. Delivery of an executed
signature page of this Agreement by facsimile transmission or electronic
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
13. Entire
Agreement.
The
Credit Agreement as amended through this Agreement embodies the entire agreement
between the parties hereto relating to the subject matter thereof and supersedes
all prior agreements, representations and understandings, if any, relating
to
the subject matter thereof.
14. No
Strict Construction.
The
parties hereto have participated jointly in the negotiation and drafting of
this
Agreement.
In the
event an ambiguity or question of intent or interpretation arises, this
Agreement
shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of
the
authorship of any provisions of this Agreement.
15. No
Third Party Reliance.
This
Agreement is solely for the benefit of the parties signatory hereto, their
successors and permitted assigns. No waiver, consent or amendment pursuant
to
this Agreement may be relied upon by any third parties.
7
16. Release.
The
Credit Parties hereby remise, release, acquit, satisfy and forever discharge
the
Lenders, the Administrative Agent, the Collateral Agent, and the L/C Issuer
and
their respective agents, employees, officers, directors, predecessors, attorneys
and all others acting or purporting to act on behalf of or at the direction
of
the Lenders, the Administrative Agent, the Collateral Agent, or the L/C Issuer
of and from any and all manner of actions, causes of action, suit, debts,
accounts, covenants, contracts, controversies, agreements, variances, damages,
judgments, claims and demands whatsoever, in law or in equity, which any of
such
parties ever had or now has against the Lenders, the Administrative Agent,
the
Collateral Agent, and the L/C Issuer their respective agents, employees,
officers, directors, attorneys and all persons acting or purporting to act
on
behalf of or at the direction of the Lenders or the Administrative Agent
(“Releasees”),
for,
upon or by reason of any matter, cause or thing whatsoever arising from, in
connection with or in relation to the Credit Agreement or any of the other
Loan
Documents (including this Agreement) through the date hereof. Without limiting
the generality of the foregoing, the Credit Parties waive and affirmatively
agree not to allege or otherwise pursue any defenses, affirmative defenses,
counterclaims, claims, causes of action, setoffs or other rights they do, shall
or may have as of the date hereof, including, but not limited to, the rights
to
contest any conduct of the Lenders, Administrative Agent or other Releasees
on
or prior to the date hereof.
[Remainder
of page intentionally blank; next page is signature page]
8
IN
WITNESS WHEREOF,
the
parties have caused this Waiver, Consent and First Amendment to Revolving Credit
Agreement to be duly executed by their respective officers or representatives
thereunto duly authorized, as of the date first above written.
|
BORROWERS:
|
|
▇▇▇▇▇
RIVER COAL COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇
RIVER COAL SERVICE COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
LEECO,
INC.
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
TRIAD
MINING, INC.
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
▇▇▇▇▇
RIVER COAL COMPANY
WAIVER,
CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SIGNATURE
PAGE
|
TRIAD
UNDERGROUND MINING, LLC
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: Member
|
|
▇▇▇▇▇▇▇
COAL CORPORATION
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇
CREEK ELKHORN COAL CORPORATION
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇
RIVER COAL SALES, INC.
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇▇▇
COAL LEASING COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
▇▇▇▇▇
RIVER COAL COMPANY
WAIVER,
CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SIGNATURE
PAGE
|
BLUE
DIAMOND COAL COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇
ELKHORN COAL CORPORATION
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
GUARANTORS:
|
|
BDCC
HOLDING COMPANY, INC.
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
EOLIA
RESOURCES, INC.
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
SHAMROCK
COAL COMPANY, INCORPORATED
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
▇▇▇▇▇
RIVER COAL COMPANY
WAIVER,
CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SIGNATURE
PAGE
|
▇▇▇▇▇
CREEK COAL COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
|
▇▇▇▇▇
CREEK PROCESSING COMPANY
|
|
By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Title: CEO
|
▇▇▇▇▇
RIVER COAL COMPANY
WAIVER,
CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SIGNATURE
PAGE
|
LENDER,
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
|
|
GENERAL
ELECTRIC CAPITAL CORPORATION
|
|
By:
/s/ ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
|
Title: Duly Authorized Signatory
|
|
L/C
ISSUER
|
|
GE
CAPITAL FINANCIAL, INC.
|
|
By:
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Title: Duly Authorized Signatory
|
▇▇▇▇▇
RIVER COAL COMPANY
WAIVER,
CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SIGNATURE
PAGE
Exhibit
A
[Term
Loan Credit Agreement Amendment]