AMENDMENT NO. 6 TO CREDIT AGREEMENT

1.              Amendments to Credit Agreement .  Subject to the terms and conditions set forth herein, the Credit Agreement, including all schedules and exhibits thereto, is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A .

For the avoidance of doubt, it is acknowledged and agreed that after giving effect to this Amendment and the amendments to the Credit Agreement provided herein, the Aggregate Revolving Credit Commitments shall be $300,000,000 (subject to an increase pursuant to Section 2.15 of the Credit Agreement, as amended hereby).

2.              Joining Revolving Lenders .  Each of the undersigned Joining Revolving Lenders, by its execution of this Amendment (as hereby consented to by the Administrative Agent, the Borrower, the L/C Issuer and the Swing Line Lender), hereby confirms and agrees that, upon the effectiveness of this Amendment, it shall be and become a party to the Credit Agreement as a Lender (and, in all cases, a “Revolving Lender”) thereunder and under the other Loan Documents as if it had executed the Credit Agreement, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder, and shall have a Revolving Credit Commitment as set forth in Paragraph 3 hereof.  Each Joining Revolving Lender hereby (a) acknowledges that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a party to the Credit Agreement as a Lender thereunder; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit and legal decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document or any related agreement or any document furnished thereunder.

3.              Revolving Credit Commitments .  The parties hereby agree that, upon the effectiveness of this Amendment, the Aggregate Revolving Credit Commitments, as reduced hereby, shall be as set forth on Annex I hereof and the outstanding principal amount of any Revolving Loans under the Credit Agreement shall be reallocated in accordance with such Aggregate Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Revolving Lenders and from each Revolving Lender to each other Revolving Lender at par (and, if necessary, to Joining Revolving Lenders from existing Revolving Lenders who elect not to continue as Lenders under the Credit Agreement or who reduce their commitments in connection with this Amendment), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions under the Credit Agreement, but without the payment of any related assignment fee.  Notwithstanding anything to the contrary in Section 11.06 of the Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption.  Upon the effectiveness of this Amendment, the Revolving Lenders shall make all necessary cash settlements in full with each other Revolving Lender (and with the Lenders under the Credit Agreement whose Revolving Credit Commitments thereunder are being terminated), either directly or through the Administrative Agent, as the Administrative

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Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Revolving Credit Commitments of the Revolving Lenders such that after giving effect to such settlements each Revolving Lender’s Pro Rata Revolving Share shall be as set forth on Annex I .

4.              Effectiveness; Conditions Precedent .  The effectiveness of this Amendment and the amendments to the Credit Agreement provided in Paragraph 1 hereof, the joinder of the Joining Revolving Lenders provided in Paragraph 2 hereof and the reallocation of the Revolving Lenders’ Pro Rata Revolving Shares provided in Paragraph 3 hereof are subject to the satisfaction of each the following conditions precedent:

(a)            The Administrative Agent shall have received each of the following fees, documents or instruments in form and substance reasonably acceptable to the Administrative Agent:

(i)             counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent, each Guarantor, the Required Lenders and each Revolving Lender whose Revolving Credit Commitment will be extended or increased pursuant to this Amendment, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Person party hereto unless waived by the Administrative Agent;

(ii)            an amendment fee payable to each Lender (excluding any Joining Revolving Lender) that executes this Amendment by 5:00 p.m. EST on August 31, 2009, such amendment fee for each Lender’s own account, in an amount equal to (a) for each such Revolving Lender, five basis points (5.0 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to the effective date of this Amendment and (b) for each Term Loan Lender, five basis points (5.0 “bps”) multiplied by such Term Loan Lender’s Outstanding Amount with respect to the Term Loan immediately prior to the effective date of this Amendment;

(iii)           a Commitment Fee payable to each applicable Revolving Lender (including each Joining Revolving Lender) as set forth in that certain Engagement Letter dated as of August 5, 2009 (the “ Engagement Letter ”) among the Borrower, the Administrative Agent, Banc of America Securities LLC (“ BAS ”), SunTrust Bank, SunTrust Robinson Humphrey, Inc. (“ STRH ”), Calyon New York Branch and Regions Bank;

(iv)           counterparts of a Revolving Loan Note, duly executed by the Borrower in favor of each Joining Revolving Lender that requests a Revolving Loan Note, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of one (1) original signature page unless waived by the Administrative Agent; and

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(v)            such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.

(b)            In addition to the Commitment Fees pursuant to the Engagement Letter, all other fees and expenses payable to the Administrative Agent, BAS, STRH and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

5.              Consent of the Guarantors; Confirmation of Security Interest .

(a)            Each Guarantor hereby consents, acknowledges and agrees to the amendment and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which such Guarantor is a party (including without limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments described in Paragraph 1 hereof ) and the enforceability of such Guaranty against such Guarantor in accordance with its terms.

(b)            Each of the Borrower and each Guarantor hereby confirms its grant as collateral security for the payment, performance and satisfaction of all of the Borrower’s Obligations and such Guarantor’s Obligations (as defined in the Guaranty), as applicable, and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) under the Security Agreement or under any of the other Loan Documents to which it is now or hereafter becomes a party, to the Administrative Agent for the benefit of the Secured Parties a continuing first priority security interest in and to, and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, the Collateral (as defined in the Security Agreement).

(c)            Each of the Borrower and each Guarantor that is a party to the Pledge Agreement hereby confirms its grant as collateral security for the payment, performance and satisfaction of all of its Secured Obligations (as defined in the Pledge Agreement), and the payment and performance of its obligations and liabilities (whether now existing or hereafter arising) under the Pledge Agreement or under any of the other Loan Documents to which it is now or hereafter becomes a party, to the Administrative Agent for the benefit of the Secured Parties a continuing first priority security interest in and to, and collaterally assigns to the Administrative Agent for the benefit of the Secured Parties, the Collateral (as defined in the Pledge Agreement).

(d)            Each of the Borrower and each Guarantor that is a party to a Mortgage hereby (i) confirms its grant and conveyance, as collateral security for the payment, performance and satisfaction of all of the Obligations (as defined in the applicable Mortgage to which it is a party), to the Administrative Agent for the benefit of the Secured Parties, of a continuing first priority lien and security interest in and to, the Mortgaged Property (as defined in the applicable Mortgage to which it is a party), and (ii) ratifies and affirms the Mortgage to which it is a party and its obligations thereunder.

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6.              Representations and Warranties .  In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

(a)            The representations and warranties made by the Borrower in Article VI of the Credit Agreement and in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date;

(b)            Except as set forth in Paragraph 7 below, the Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Guaranty as a Guarantor;

(c)            This Amendment has been duly authorized, executed and delivered by the Borrower and Guarantors party hereto and constitutes a legal, valid and binding obligation of such parties; and

(d)            After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

7.              Post-Effectiveness Obligations .  The Borrower, on behalf of Taft Coal Sales & Associates, Inc., an Alabama corporation (“ Taft ”), and Tuscaloosa Resources, Inc., an Alabama corporation (“ TRI ”, and together with Taft, collectively the “ Joining Guarantors ”), hereby agrees to deliver, or cause to be delivered, to the Administrative Agent on or before October 4, 2009, each of the following:

(a)            a Guaranty Joinder Agreement duly executed by each Joining Guarantor;

(b)            a Security Joinder Agreement duly executed by each Joining Guarantor (with all schedules thereto appropriately completed);

(c)            a Pledge Agreement Supplement duly executed by Walter Minerals, Inc. with respect to the Pledged Interests in each Joining Guarantor in the form required by the Pledge Agreement;

(d)            (i) the certificates representing 100% of such Pledged Interests and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;

(e)            Uniform Commercial Code financing statements naming each Joining Guarantor as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is

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necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;

(f)             an opinion of counsel to each Joining Guarantor, and Walter Minerals, Inc. with respect to the Pledge Agreement Supplement, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)  of the Credit Agreement;

(g)            current copies of the Organization Documents and incumbency certificates of each such Joining Guarantor and Walter Minerals, Inc., minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Paragraph 7 , all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect; and

(h)            such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require.

The Administrative Agent may, but shall not be obligated to, extend the time (if applicable) for the satisfaction of any of the requirements set forth herein by up to thirty (30) days in its sole discretion.

The Borrower hereby acknowledges and agrees that the failure to satisfy any of the requirements set forth in this Paragraph 7 within the time provided therefor (including any extension granted by the Administrative Agent) shall constitute a default hereunder and an additional Event of Default under the Credit Agreement for all purposes, and, without limiting the foregoing, all rights, powers, remedies and restrictions, including restrictions on extensions of credit, under the Loan Documents resulting from an Event of Default shall be applicable.

8.              Entire Agreement .  This Amendment, together with all the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof.  None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit Agreement.

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9.              Full Force and Effect of Agreement .  Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

10.            Counterparts .  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

11.            Governing Law .  This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Sections 11.14 and 11.15 of the Credit Agreement.

12.            Enforceability .  Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

13.            References .  All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

14.            Successors and Assigns .  This Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each of the Guarantors and Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 11.06 of the Credit Agreement.

[Signature pages omitted.]

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EXHIBIT A

Conformed Credit Agreement Incorporating Amendment No. 6

[see attached]

CREDIT AGREEMENT

Dated as of October 3, 2005

among