REVOLVING CREDIT AGREEMENT

Exhibit 10.16

EXECUTION COPY

$35,000,000

REVOLVING CREDIT AGREEMENT

by and among

JAMES RIVER COAL COMPANY ,

JAMES RIVER COAL SERVICE COMPANY ,

LEECO, INC ,

TRIAD MINING, INC. ,

TRIAD UNDERGROUND MINING, LLC ,

BLEDSOE COAL CORPORATION ,

JOHNS CREEK ELKHORN COAL CORPORATION ,

BELL COUNTY COAL CORPORATION ,

JAMES RIVER COAL SALES, INC. ,

BLEDSOE COAL LEASING COMPANY ,

BLUE DIAMOND COAL COMPANY ,

and MCCOY ELKHORN COAL CORPORATION ,

as Borrowers,

the other Credit Parties hereto from time to time,

as Guarantors,

the LENDERS party hereto from time to time,

and

GENERAL ELECTRIC CAPITAL CORPORATION ,

as Co-Lead Arranger, Administrative Agent and Collateral Agent

with

MORGAN STANLEY SENIOR FUNDING, INC.

having acted as Co-Lead Arranger.

Dated as of February 26, 2007

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SCHEDULES

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REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of February 26, 2007 (as it may be amended, restated, modified, supplemented or extended from time to time, including all exhibits and schedules thereto, or otherwise modified, the " Agreement "), by and among JAMES RIVER COAL COMPANY, a corporation organized under the laws of Virginia (" JRCC "), and certain of JRCC’s Subsidiaries identified on the title and 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 from time to time, as Guarantors (together, the Borrowers and Guarantors, the " Credit Parties "), the lenders party hereto from time to time (the " Lenders "), GENERAL ELECTRIC CAPITAL CORPORATION (" GE "), a corporation formed under the laws of Delaware, as co-lead arranger and as 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 MORGAN STANLEY SENIOR FUNDING, INC., having acted as co-lead arranger for the Lenders with GE.

RECITALS

WHEREAS, the Borrowers have requested that the Lenders make available to them the Commitments (as defined below), on the terms and conditions set forth herein, to, among other things, fund transaction costs, working capital requirements and other general corporate purposes of the Borrowers; and

WHEREAS, the Lenders are willing to make the Loans to the Borrowers upon the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS; CERTAIN TERMS

SECTION 1.01     Definitions . As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

" 2005 Financial Statements " means the audited consolidated balance sheet of the JRCC for the Fiscal Year ended December 31, 2005 and the related consolidated statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended, together with management’s discussion and analysis and any management letters submitted by the auditors for JRCC.

" 2006 Financial Statements " means the unaudited consolidated balance sheet of JRCC for the Fiscal Year ended December 31, 2006 prepared on a basis consistent with and in accordance with GAAP, together with monthly unaudited financials for any Fiscal Month ended at least 30 days prior to the Closing Date.

" Account " means those " accounts " as that term is defined in the UCC.

" Account Debtor " means an " account debtor " as that term is defined in the UCC.

" Action " has the meaning ascribed to such term in SECTION 14.16 .

" Administrative Agent " has the meaning ascribed to such term in the introductory paragraph hereto.

" Administrative Agent’s Account " means the account identified on Exhibit A-1 and such other Deposit Account as the Administrative Agent may from time to time specify in writing to the Administrative Borrower and the Lenders.

" Administrative Agent’s Office " means the office of the Administrative Agent located at 201 Merritt 7, 3 ^rd Floor, Norwalk, Connecticut, 06851 or such other office as may be designated pursuant to the provisions of SECTION 14.01 .

" Administrative Borrower " has the meaning ascribed to such term in SECTION 14.11 .

" Affiliate ", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

" Agent-Related Persons " means each of the Agents and its Affiliates, and the officers, directors, employees, counsel, agents, and attorneys-in-fact of such Agent and its Affiliates.

" Agents " means, collectively, the Administrative Agent and the Collateral Agent.

" Agents Fee Letter " means the fee letter signed as of the Closing Date between the Borrowers and the Agents.

" Aggregate Revolver Exposure " means the sum of (a) the outstanding Revolving Advances under this Agreement and (b) the Letter of Credit Usage under this Agreement.

" Agreement " means this Revolving Credit Agreement, together with all Exhibits and Schedules hereto, as such agreement may be amended, supplemented or otherwise modified from time to time.

" Applicable Law " means, in respect of any Person, all provisions of constitutions, laws, statutes, rules, regulations, treaties, directives, guidelines and orders of Governmental Authorities applicable to such Person, including zoning ordinances, all Environmental Laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.

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" Applicable Margin " means, one percentage point (1%) in the case of Base Rate Loans and two percentage points (2%) in the case of LIBOR Rate Loans.

" Approved Fund " means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Asset Disposition " has the meaning ascribed to such term in SECTION 9.04 .

" Assignment and Acceptance " means an Assignment and Acceptance substantially in the form of Exhibit A-2 attached hereto and made a part hereof (with blanks appropriately completed) delivered to the Administrative Agent in connection with an assignment of a Lender’s interest under this Agreement in accordance with SECTION 14.10(b) .

" Authorized Officer " means, with respect to any Credit Party, the chief executive officer, chief administrative officer, chief financial officer, vice president of financial compliance and reporting, treasurer, controller or chief accounting officer or other officer with similar responsibility designated by the Board of Directors or similar governing body of the Credit Party.

" Availability " means at any time (a) the lesser of (i) the Maximum Revolver Amount minus the Indenture Reserve and (ii) the Borrowing Base, minus (b) Reserves (other than Reserves deducted in the calculation of the Borrowing Base), minus (c) the Aggregate Revolver Exposure at such time relating to extensions of credit made or to be made to or for the account of any Credit Party under this Agreement.

" Availability Period " means the period from the Closing Date to the Maturity Date.

" Backstop Letter of Credit " has the meaning ascribed to such term in clause (c)(ii) of Annex A.

" Bankruptcy Code " means Title 11 of the United States Code (11 U.S.C. §§ 101 et   seq .), as amended from time to time, and any successor statute.

" Base Rate " means the higher of (a) the Federal Funds Rate plus one half of one percent, and (b) the Prime Rate.

" Base Rate Loans " means Loans that bear interest at an interest rate based on the Base Rate.

" Bell County Assets " means the assets or stock of Bell County Coal Corporation, a Delaware corporation.

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" Bell County Disposition " means the asset or stock sale by one or more of the Borrowers of the Bell County Assets.

" Bell County Net Proceeds " means the Net Cash Proceeds received by any Credit Party from the sale of its Bell County Assets.

" Benefit Plan " means an employee pension benefit plan to which any Borrower has contributed, or has been obligated to contribute within the last three years, excluding any Multiemployer Plan, which is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

" Black Lung Act " means together, the Black Lung Benefits Revenue Act of 1977, as amended, and the Black Lung Benefits Reform Act of 1977, as amended.

" Borrower " and " Borrowers " have the meaning ascribed to such terms in the introductory paragraph hereto.

" Borrower Funding Account " shall mean the account listed for the Borrowers in Exhibit A-1 or such other Deposit Account as the Administrative Borrower may from time to time specify in writing to the Administrative Agent.

" Borrowing Base " means an amount equal to (a) the sum of (i) up to eighty-five (85%) of the Eligible Accounts of the Borrowers; plus (ii) the lesser of (A) up to sixty percent (60%) of the value of Eligible Inventory of the Borrowers valued at the lower of cost (on a first-in, first-out basis) or market (defined as the NYMEX spot price for 12.,500 1.2% coal on a barge in Big Sandy River) and (B) up to eighty-five percent (85%) of the Net Orderly Liquidation Value of Eligible Inventory of the Borrowers; minus (b) Reserves(other than the Indenture Reserve) from time to time established by the Administrative Agent in its reasonable credit judgment with respect to the Borrowers; provided , that for purposes of the calculation of the Borrowing Base, (i) the cost of the Inventory shall not include: (A) the portion of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower or (B) write-ups or write-downs in cost with respect to currency exchange rates, and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent appraisal of the Inventory which has been received and approved by Collateral Agent in its reasonable discretion.

" Borrowing Base Certificate " means a certificate by a Senior Officer of the Borrower, substantially in the form of Exhibit B-2 (or another form acceptable to the Administrative Agent) setting forth the calculation of the Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Administrative Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the Administrative Borrower and certified to the Administrative Agent; provided , that the Administrative Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (1) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement.

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" Borrowing Request " means a request and certification in substantially the form attached as Exhibit B-1 hereto, executed by a Senior Officer of the Administrative Borrower and delivered to the Administrative Agent from time to time after the Closing Date.

" Business Day " means any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted to be closed in the State of New York; provided   that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term " Business Day " shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market.

" Capital Expenditures " means, with respect to any Person for any period, the sum of the aggregate of all expenditures by such Person and its Subsidiaries arising during such period that, in accordance with GAAP, are or should be included in the "property, plant and equipment" account on its consolidated balance sheet, including all applicable Capitalized Lease Obligations with respect to "property, plant and equipment", paid or payable during such period, plus any other capital expenditures of such Person and its consolidated Subsidiaries that are set forth in a consolidated statement of cash flows of such person for such period prepared in accordance with GAAP, excluding in each case, (a) any such expenditures made for the repair, replacement or restoration of assets to the extent paid or reimbursed by any insurance policy or condemnation award to the extent such expenditures for reinvestment are permitted under the Loan Documents, and (b) any leasehold improvement expenditures to the extent paid or reimbursed by the applicable lessor, sublessor or sublessee.

" Capitalized Lease " means, with respect to any Person, any lease of real or personal property by such Person as lessee which is required under GAAP to be capitalized on the balance sheet of such Person.

" Capitalized Lease Obligations " means, with respect to any Person, obligations of such Person and its Subsidiaries as lessee under Capitalized Leases as determined in accordance with GAAP.

" Cash Collateral " and " Cash Collateral Account " have the meanings ascribed to such terms in Annex A .

" Cash Equivalents " means (a) marketable direct obligations issued or unconditionally guaranteed by the United States government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from such other nationally recognized rating services reasonably acceptable to the Administrative Agent) and not listed in Credit Watch published by S&P; (c) commercial paper, other than commercial paper issued by the Borrowers or any of their Subsidiaries, maturing no more than two hundred seventy (270) days after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-1 or P-1, respectively, from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the comparable rating from such other nationally recognized rating services reasonably acceptable to the Administrative Agent); (d) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within one (1) year after the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less than $500,000,000 or by any Lender; and (e) shares of money market or mutual funds that are required to have a net asset value of $1.00 per share with assets in excess of $250,000,000 and that invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition.

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" Cash Management Account " has the meaning ascribed to such term in SECTION 5.01(v)(i).

" Cash Management Agreement " has the meaning ascribed to such term in SECTION 5.01(v)(ii) .

" Cash Management Bank " has the meaning ascribed to such term in SECTION 5.01(v)(i) .

" Casualty " means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

" Change of Control " means, at any time, (i) that any " person " or " group " (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) shall own directly or indirectly, beneficially or of record, Equity Interests representing more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in JRCC; (ii) JRCC shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of its Wholly-Owned Subsidiaries except as otherwise permitted hereunder; or (iii) the majority of the seats (other than vacant seats) on the board of directors of JRCC cease to be occupied by Persons who either (a) were members of the board of directors of JRCC on the Closing Date, or (b) were nominated for election by the board of directors of JRCC, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors.

" Closing Date " means the Business Day, on or before February 26, 2007, on which all of the conditions precedent set forth in SECTION 5.01 have been satisfied (or waived in accordance with the terms of this Agreement).

" Coal Act " means the Coal Industry Retiree Health Benefits Act of 1992, as amended.

" Coal Handling Facility " means any coal handling facility, including all necessary electrical, water and plumbing lines and systems necessary to operate such coal handling facility, such as, but not limited to, all tipples, conveyor belts and systems, loading and coal washing facilities and railroad tracks and all other surface or subsurface machinery, equipment, fixtures, goods, inventory, facilities, supplies and other property of whatsoever kind or nature now or hereafter located on or under any of the property which are used or useful for the mining, gathering, extraction, loading, production, treatment, processing, storage or transportation of coal and other minerals, all coal storage and transportation facilities, administrative facilities and vehicle parking facilities related thereto and all leases in respect of the foregoing.

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" Coal Supply Agreements " means those contracts entered into by a Borrower or any Subsidiary of a Borrower for the sale, purchase, exchange, processing or handling of coal.

" Code " means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

" Collateral " means all current and future assets, properties and rights of each Credit Party, including all affiliate indebtedness, all Intellectual Property, all receivables, all leaseholds, all license and other contract rights; and all products and proceeds of any of the foregoing, including insurance policies and proceeds and shall include Mortgaged Property and all assets defined as "Collateral" in, or otherwise subject to the Lien of, the Security Agreement or any Security Documents.

" Collateral Access Agreement " means an agreement in the form set forth in Exhibit C-1 .

" Collateral Agent " has the meaning ascribed to such term in the introductory paragraph hereto.

" Collections " means all cash, checks, notes, instruments, and other items of payment (including insurance and condemnation proceeds, cash proceeds of sales and other voluntary or involuntary dispositions of property, rental proceeds, royalties, settlements and tax refunds).

" Commitment " means, with respect to any Lender, the obligation of such Lender to make a Loan pursuant to the terms and conditions of this Agreement, and which shall not exceed the principal amount set forth opposite such Lender’s name on Schedule 2.01(a) under the heading " Commitment ", and " Commitments " means the aggregate principal amount of the Commitments of all the Lenders up to the Maximum Revolver Amount.

" Compliance Certificate " has the meaning ascribed to such term in SECTION 7.01(d) .

" Condemnation " means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

" Consolidated EBITDA " means, with respect to any Person for any period, the consolidated Net Income of such Person for such period plus , without duplication, the sum of the following amounts of such Person for such period to the extent deducted in the determination of consolidated Net Income of such Person for such period: (a) Net Interest Expense and all fees and charges in connection with the Agreement, the Term Credit Agreement and the Prior Credit Agreement, (b) provisions for federal, state, local, and foreign income, value added and similar Taxes, (c) depreciation expense, (d) amortization expense, (e) non-cash extraordinary, unusual or non-recurring losses (determined on an after tax basis), and (f) non-cash expenses from the granting of stock options and restricted stock grants minus , the amount of non-cash extraordinary, unusual or non-recurring gains (determined on an after tax basis) of such Person for such period to the extent added in the determination of consolidated Net Income of such Person for such period. For the avoidance of doubt, the calculation of Consolidated EBITDA shall exclude any non-cash prepaid asset write-off related to KRP in the amount of six million Dollars ($6,000,000) for Fiscal Year 2007.

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" Consolidated Funded Indebtedness " means, with respect to any Person at any date, all Debt for Borrowed Money of such Person, determined on a consolidated basis in accordance with GAAP, including, in any event, but without duplication, with respect to the Credit Parties, the Loans (including any outstanding Letter of Credit hereunder), the amount of the Term Loan Obligations (as that term is defined in the Term Loan Agreement in effect as of the date hereof) and the amount of their Capitalized Lease Obligations.

" Contingent Obligation " means, with respect to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation, or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, Securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof.

" Control Agreement " means, with respect to a Securities Account or a Deposit Account, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, which effectively gives " control " (as defined in the UCC) to the Collateral Agent in such Securities Account and all investment property contained therein or such Deposit Account and all funds contained therein, as the case may be.

" Conversion Amount " has the meaning ascribed to such term in Annex A .

" Copyrights " means, with respect to the Credit Parties (i) all copyrights arising under the laws of the United States, any other country, or union of countries, or any political subdivision of any of the foregoing, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith and rights corresponding thereto throughout the world, including all registrations, recordings and applications in the United States Copyright Office, and (ii) all other rights of any kind whatsoever accruing thereunder or pertaining thereto including rights to receivables and royalties from the exploitation thereof.

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" Credit Parties " means, collectively, the Borrowers and the Guarantors.

" Debt for Borrowed Money " of any Person means, at any date of determination, without duplication, the sum of (a) all items that, in accordance with GAAP, would be classified as indebtedness on a consolidated balance sheet of such Person at such date, (b) all Obligations of such Person under acceptance, letter of credit or similar facilities at such date, whether or not drawn, and (c) the Term Loan Obligations; provided   that , with respect to the Borrowers and their Subsidiaries, Debt for Borrowed Money shall exclude, to the extent otherwise included in the items in clause (a) or (b) above, (i) accounts payable and accrued liabilities in the ordinary course of business of the Borrowers and their Subsidiaries so long as no longer than 90 days past due, and (ii) notes, bills and checks presented in the ordinary course of business by such Person to banks for collection or deposit.

" Default " means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

" Defaulting Lender " has the meaning ascribed to such term in SECTION 2.01(f) .

" Deposit Account " means a " deposit account " as that term is defined in Article 9 of the UCC.

" Disposition " means any transaction, or series of related transactions, pursuant to which any Credit Party conveys, sells, leases or subleases, assigns, transfers or otherwise disposes of any part of its business, property or assets (whether now owned or hereafter acquired) to any other Person, in each case whether or not the consideration therefor consists of cash, Securities or other assets, excluding any sales of Inventory in the ordinary course of business.

" Dollar ", " Dollars " and the symbol " $ " each means lawful money of the United States of America.

" Domestic Subsidiary " means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

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" Eligible Accounts " means those Accounts created by a Borrower in the ordinary course of its business, that arise out of the sale or other disposition of Inventory or provision of services and that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by the Administrative Agent in the Administrative Agent’s discretion to address the results of any audit performed by or on behalf of the Administrative Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a)     Accounts that the Account Debtor has failed to pay within 90 days of original invoice date or Accounts more than 60 days from the original due date,

(b)    Accounts owned by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c)     Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower,

(d)     Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

(e)     Accounts that are not payable in Dollars,

(f)     Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit satisfactory to the Administrative Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to the Administrative Agent and is directly drawable by the Administrative Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to the Administrative Agent,

(g)     Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of the Administrative Agent, with the Assignment of Claims Act, 31 USC § 3727), or (ii) any state of the United States,

(h)     Accounts with respect to which the Account Debtor is a creditor of any Borrower, has or has asserted a right of setoff, has the right to a rebate, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, rebate, or dispute,

(i)     Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by the Administrative Agent in its discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, except as otherwise may be agreed by the Administrative Agent, to the extent of the obligations owing by such Account Debtor in excess of such percentage (it being understood that the Administrative Agent has agreed that such percentage may be as high as 35% in the case of certain Account Debtors having a corporate rating of A or better from S&P); provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by the Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

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(j)      Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, except as otherwise agreed by the Administrative Agent,

(k)     Accounts with respect to which the Account Debtor is located in a state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other actions, unless the applicable Borrower has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that the applicable Borrower may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such counts, without incurring any cost or penalty viewed by the Administrative Agent to be significant in amount, and such later qualification cures any access to such courts to enforce payment of such Account,

(l)      Accounts, the collection of which, the Administrative Agent, in its discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

(m)     Accounts that are not subject to a valid and perfected first-priority Lien in favor of the Collateral Agent,

(n)     Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(o)     Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, or

(p)     amounts recorded by a Borrower as adjustments to invoiced amounts for quality, quantity, or earned synfuel fees.

" Eligible Assignee " means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) a commercial bank having total assets in excess of $250,000,000; (e) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000; or (f) any other Person approved by the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrowers(such approval not to be unreasonably withheld, delayed or conditioned).

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" Eligible Inventory " means, the Inventory owned consisting of out of the ground coal (and excluding any so-called "pit coal") by a Borrower (other than Triad Mining, Inc. and Triad Underground Mining, LLC) and reflected in the most recent Borrowing Base Certificate delivered by the Administrative Borrower to the Administrative Agent, except any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust the criteria set forth below and to establish new criteria and to adjust advance rates with respect to Eligible Inventory, in its reasonable credit judgment reflecting changes in the salability or realization values of Inventory arising or discovered by the Administrative Agent after the Closing Date; providedthat any increase in the advance rates shall only be effective if approved by Required Lenders. Eligible Inventory shall not include any Inventory of any Borrower that:

(a)     is not owned by such Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Inventory), except the Liens in favor of the Collateral Agent, on behalf of the Lenders, and Liens in favor of the collateral agent under the Term Loan Agreement;

(b)     (i) is not located on premises owned, leased or rented by such Borrower, or (ii) is stored at a leased location, unless Administrative Agent has given its prior consent thereto and unless either (x) a reasonably satisfactory landlord waiver has been delivered to Administrative Agent, or (y) Reserves reasonably satisfactory to Administrative Agent have been established with respect thereto, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged Bailee Letter has been received by Administrative Agent or Reserves reasonably satisfactory to Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favor of a lender other than Administrative Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Administrative Agent, or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000;

(c)     is placed on consignment or is in transit, except for Inventory in transit between domestic locations of Credit Parties as to which the Collateral Agent has perfected its Lien at origin and destination;

(d)     is covered by a negotiable document of title, unless such document has been delivered to Administrative Agent with all necessary endorsements, free and clear of all Liens except those in favor of Collateral Agent and Liens in favor of the Term Loan Collateral Agent;

(e)     is obsolete, slow moving (in excess of one year’s supply), unsalable, shopworn, seconds, damaged or unfit for sale;

(f)     consists of display items, samples or packing or shipping materials, manufacturing or mining supplies, work in process Inventory or replacement parts or is coal or other mineral rights before extraction;

(g)     consists of goods which have been returned by the buyer;

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(h)     is not of a type held for sale in the ordinary course of such Borrower’s business;

(i)      is not subject to a first-priority lien in favor of Collateral Agent on behalf of itself and Lenders, subject to Liens in favor of the Term Loan Collateral Agent;

(j)      breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents;

(k)     consists of any costs associated with "freight in" charges;

(l)      consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;

(m)    is not covered by casualty insurance reasonably acceptable to Administrative Agent; or

(n)     is subject to any patent or trademark license requiring the payment of royalties or fees or requiring the consent of the licensor for a sale thereof by Collateral Agent.

" Environmental Actions " means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority or other Person alleging violations of, or liability under, any Environmental Law or Releases of Hazardous Materials on, in, at, to, from or under (i) any assets, properties or businesses of the Borrowers or any of their Subsidiaries or any of their respective predecessors in interest, and (ii) any facilities which received Hazardous Materials generated by the Borrowers or any of their Subsidiaries or any of their respective predecessors in interest.

" Environmental Laws " means any federal, state, local or foreign law or regulation relating to the protection of the environment or health and safety including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et   seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et   seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et   seq .), the Federal Clean Water Act (33 U.S.C. § 1251 et   seq .), the Clean Air Act (42 U.S.C. § 7401 et   seq .), and the Toxic Substances Control Act (15 U.S.C. § 2601 et   seq .) and any other law, including common law, relating to the environment (including, without limitation, laws relating to the storage, generation, use, handling, manufacture, processing, labeling, advertising, sale, display, transportation, treatment, reuse, recycling, release and disposal of Hazardous Materials), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, provincial, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination (including the common law) of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment.

" Environmental Liabilities and Costs " means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by the Borrowers or any of their Subsidiaries, or (b) any facility which received Hazardous Materials generated by the Borrowers or any of their Subsidiaries.

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" Environmental Lien " means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs or otherwise relating to any Environmental Law.

" Equipment " means, with respect to any Person, all of such Person’s now owned or hereafter acquired right, title, and interest with respect to equipment (including, without limitation, " equipment " as such term is defined in Article 9 of the UCC), machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles, tools, parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

" Equity Interests " means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, whether preferred or common and whether voting or nonvoting (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust units or interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

" ERISA Affiliate " means, with respect to each Credit Party, any trade or business (whether or not incorporated) which is a member of a group of which such Credit Party is a member and which would be deemed to be a " controlled group " within the meaning of Sections 414(b), (c), (m) and (o) of the Code.

" ERISA Event " means (a) a Reportable Event with respect to any Benefit Plan, (b) the filing of a notice of intent to terminate a Benefit Plan in a distress termination (as described in Section 4041(c) of ERISA), (c) the institution by the Pension Benefit Guaranty Corporation of proceedings to terminate a Benefit Plan or Multiemployer Plan, (d) the appointment of a trustee to administer any Benefit Plan under Section 4042 of ERISA, or (e) any event requiring the Borrowers or any ERISA Affiliate to provide security to a Benefit Plan under Section 401(a)(29) of the Code.

" Eurodollar Reserve Percentage " means, for any day, the percentage, expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100 ^th of 1%, that is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in The City of New York.

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" Event of Default " has the meaning ascribed to such term in SECTION 11.01 .

" Excess Cash Flow " means, for any Fiscal Year, (a) Consolidated EBITDA of the Borrowers during such Fiscal Year plus , (b) in each case to the extent deducted in the determination of Consolidated EBITDA (in each case, without duplication) non-cash charges deducted in calculating consolidated pretax net income of the Borrowers for such Fiscal Year minus (c) the sum of the following, in each case to the extent added in the determination of Consolidated EBITDA, (i) Capital Expenditures of the Borrowers during such Fiscal Year to the extent such Capital Expenditures are paid in cash (and not financed), (ii) the aggregate amount of all repayments of principal of the Term Loan Obligations made in cash during such Fiscal Year other than repayments pursuant to SECTION 3.02(a) and SECTION 3.02(c) of this Agreement and the Term Loan Obligations, (iii) cash interest payments, all fees and charges paid in connection with this Agreement and principal amortization payments on Indebtedness during such Fiscal Year, and (iv) the aggregate amount of cash Taxes paid by the Borrowers and their Subsidiaries on a consolidated basis during such Fiscal Year.

" Excluded Taxes " means, with respect to the Administrative Agent, the Collateral Agent, any Lender, or any other recipient of any payment to be made by or on account of any Obligation hereunder, taxes imposed on or measured by the overall net income (however denominated) of such recipient, franchise taxes (whether or not in lieu of net income taxes) and branch profits taxes, in each case imposed on such recipient, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction.

" Existing Debt " means Indebtedness of the Borrowers and their Subsidiaries listed on Schedule E-1 .

" Extraordinary Receipts " means any cash received by any of the Credit Parties outside the ordinary course of business, which cash is not included in the calculation of Excess Cash Flow, including without limitation, returns on capital investments, insurance proceeds from key man life or other insurance, foreign, federal, state or local tax refunds, pension plan reversions, and judgments or settlements or other consideration received in connection with any claim or cause of action, indemnity and reimbursement payments and any release of funds from an escrow or similar arrangement, in each case, net of applicable taxes and expenses; provided   that Extraordinary Receipts shall not include (a) Net Cash Proceeds or Net Casualty/Condemnation Proceeds which are subject to SECTION 3.02(a) and (b) Net Offering Proceeds and proceeds from the issuance or incurrence of Indebtedness.

" Federal Funds Rate " means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent in the exercised of its discretion.

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" Federal Reserve Board " or the " Board " means the Board of the Federal Reserve System or any Governmental Authority succeeding to its functions.

" Field Examination " has the meaning set forth in SECTION 8.04(b) .

" Fiscal Month " means each calendar month.

" Fiscal Quarter " means the calendar quarter ending on each March 31, June 30, September 30 and December 31 of any Fiscal Year.

" Fiscal Year " means the fiscal year of the Borrowers ending on December 31.

" Foreign Subsidiary " means a Subsidiary other than a Domestic Subsidiary.

" Forfeiture Proceeding " means any action, proceeding or investigation affecting a Credit Party before any court, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or the receipt of notice by any such party that any of them is a suspect in or a target of any governmental inquiry or investigation which may result in an indictment of any of them or the seizure or forfeiture of any of their respective properties.

" Fraudulent Transfer Laws " has the meaning ascribed to such term in SECTION 12.14 .

" Fund " means any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit.

" Funding Date " means, with respect to any Loan, the date upon which the amount of such Loan is advanced to the Borrowers and, with respect to any Letter of Credit, the date upon which such Letter of Credit is issued for the account of the Borrowers.

" GAAP " means generally accepted accounting principles in effect from time to time in the United States, provided   that , for the purpose of the financial amounts and the definitions used herein, " GAAP " shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the 2005 Financial Statements, and provided   further that, if there occurs after the date of this Agreement any change in GAAP that affects in any material respect the calculation of any financial covenant contained in ARTICLE X , the Administrative Agent and the Borrowers shall negotiate in good faith an amendment to such financial covenant and any other provision of this Agreement that relates to the calculation of such financial covenant with the intent of having the respective positions of the Lenders and the Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, after the execution of any such amendment or consent by the Required Lenders in connection with any such change in GAAP, " GAAP " shall mean generally accepted accounting principles in effect on the Closing Date of such amendment or consent. Until any such amendments have been agreed upon, the covenants in ARTICLE X shall be calculated as if no such change in GAAP has occurred.

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" GE " means General Electric Capital Corporation, a Delaware corporation.

" Governing Documents " means (a) with respect to any corporation, (i) the articles/certificate of incorporation (or the equivalent organizational documents) of such corporation, (ii) the by-laws (or the equivalent governing documents) of the corporation and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such corporation’s capital stock; (b) with respect to any general partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership, and (ii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; (c) with respect to any limited partnership, (i) the partnership agreement (or the equivalent organizational documents) of such partnership, (ii) a certificate of limited partnership (or the equivalent organizational documents), and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of the partnership interests; (d) with respect to any limited liability company, (i) the certificate of limited liability (or equivalent filings) of such limited liability company, (ii) the operating agreement (or the equivalent organizational documents) of such limited liability company, and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any of such company’s membership interests; and (e) with respect to any unlimited liability company, (i) the certificate of incorporation (or the equivalent organizational documents) of such unlimited liability company, (ii) the memorandum and articles of association (or the equivalent governing documents) of such unlimited liability company, and (iii) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such unlimited liability company’s capital stock; including, in each case, all agreements and other documents establishing voting limitations and rights, puts, calls, options and other arrangements among holders of Equity Interests in such corporation, partnership or company.

" Governmental Authority " means any nation or government, any federal, state, provincial, city, town, municipal, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

" Grantor " has the meaning ascribed to such term in the Security Agreement.

" Guaranteed Obligations " has the meaning ascribed to such term in SECTION 12.01 .

" Guarantors " means the guarantors signatory hereto, the Borrowers’ current Wholly Owned Subsidiaries and each of the Borrowers’ future Subsidiaries that is required to become a Guarantor hereunder from time to time.

" Guaranty " means the guaranty of each of the Guarantors pursuant to ARTICLE XII .

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" Hazardous Materials " means (a) any element, compound or chemical that is regulated under any Environmental Law including any substance that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any waste exhibiting a hazardous characteristic, including, but not limited to, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (e) friable asbestos-containing materials.

" Highest Lawful Rate " has the meaning ascribed to such term in SECTION 4.01(c) .

" Indebtedness " means, without duplication, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even if the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities of such Person as an account party, in respect of letters of credit, bankers’ acceptances and similar facilities; (g) all the aggregate mark-to-market exposure of such Person under hedging agreements; (h) all Contingent Obligations; and (i) all obligations referred to in clauses (a) through (h) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, provided   that the amount of Indebtedness of others that constitutes Indebtedness solely by reason of this clause (i) shall not for purposes of this Agreement exceed the fair market value of the properties or assets subject to such Lien. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer that is required to be consolidated under GAAP to the extent such Person would be liable therefor under Applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor.

" Indemnified Matters " has the meaning ascribed to such term in SECTION 14.19 .

" Indemnitees " has the meaning ascribed to such term in SECTION 14.19 .

" Indenture " means that certain Indenture dated as of May 31, 2005 between James River Coal Company and U.S. Bank National Association, as Trustee for 9.375% Senior Notes due 2012.

" Indenture Reserve " means (without duplication) (a) $225,000 as of the Closing Date plus (b) the amount of (i) any Indebtedness outstanding under clause (c) or clause (i) of the definition of Permitted Indebtedness and (ii) any other Indebtedness (as that term is defined in the Indenture) that is permitted under Section 4.03(a)(10) of the Indenture.

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" Intellectual Property " means all (a) Trademarks; (b) Patents and other inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (c) Trade Secrets; (d) Copyrights published and unpublished works of authorship, whether copyrightable or not (including without limitation customer lists, software, databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (e) all domain names, other intellectual property and proprietary rights.

" Intercreditor Agreement " means an intercreditor agreement between the Administrative Agent and the Term Loan Agent executed and delivered as of the Closing Date.

" Interest Payment Date " means (a) with respect to (i) any Base Rate Loan, monthly in arrears on the last Business Day of each calendar month, commencing on the first such date to occur after the Closing Date and the Maturity Date; and (ii) any LIBOR Rate Loan, the last day of each LIBOR Period applicable to such Loan; provided , in the case of each LIBOR Period of longer than three months, "Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such LIBOR Period, (b) with respect to the amount of any Loan prepaid, the date of such prepayment, and (c) with respect to all Loans, the Maturity Date.

" Interest Rate " means interest at a rate equal to either (i) the Base Rate plus the Applicable Margin, or (ii) the LIBOR plus the Applicable Margin.

" Interest Rate Determination Date " means, for each LIBOR Period, the second Business Day immediately preceding the first day of such LIBOR Period.

" Inventory " means all Credit Parties’ now owned or hereafter acquired right, title, and interest with respect to all " inventory " as defined in Article 9 of the UCC; providedthat "Inventory" shall not include coal, minerals or other Inventory that has not yet been extracted to the surface or otherwise is still underground.

" Investment " means, with respect to any Person, (a) any purchase or other acquisition by that Person of Securities, or of a beneficial interest in Securities, issued by any other Person; (b) any purchase by that Person of all or substantially all of the assets of a business conducted by another Person; (c) any joint venture; and (d) any direct or indirect loan, advance (other than prepaid expenses, accounts receivable, advances and other loans to employees including, without limitation, employee forgivable loans and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness owing to such Person arising from a sale of any property or assets by such Person other than in the ordinary course of its business.

" IRS " means the Internal Revenue Service or any successor federal tax Governmental Authority.

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" JRCC " has the meaning ascribed to such term in the introductory paragraph of this Agreement.

" KRP " means Kentucky River Properties, LLC and its affiliates.

" L/C Issuer " means GE Capital Financial, Inc., or one of its Affiliates, or any other Person designated by the Administrative Agent and reasonably acceptable to the Administrative Borrower.

" L/C Sublimit " has the meaning set forth in clause (a) of Annex A.

" Lease " means any lease, tenancy, subtenancy, license, franchise, concession or other use or occupancy agreement, whether written or oral, and any and all extensions, renewals or other modifications thereof, including all oil, gas, coal and other minerals leases, surface leases or easements, subleases, licenses, concessions, operating rights or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to explore, use, lease, license, possess, produce, process, store or transport oil, gas, coal or other minerals from, operate from, or otherwise enjoy, any property or any interest therein, together with all amendments, modifications, extensions and renewals thereof (and " landlord " means the landlord, sublandlord, lessor, sublessor, franchisor or other grantor of a right of use or occupancy under a Lease and any guarantor of its obligations thereunder; and " tenant " means the tenant, subtenant, lessee, sublessee, licensee, franchisee, concessionaire or other occupant under a Lease and any guarantor of its obligations thereunder).

" Leasehold Property " means any property or interest of any Credit Party held under any Lease of real property.

" Lender " means a lender that has a Commitment and/or that has an outstanding Revolving Advance or Loan, including the lenders identified on the signature pages hereof, together with their respective successors and permitted assigns, collectively the "Lenders".

" Lender Expenses " has the meaning ascribed to such term in SECTION 14.05 .

" Lender-Related Persons " means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, and the officers, directors, employees, counsel, advisors, agents, and attorneys-in-fact of such Lender and such Lender’s Affiliates.

" Letter of Credit " means a letter of credit issued by any L/C Issuer (or its designee) or a Person approved by the Administrative Agent; provided , however , the term shall not include any Term Letters of Credit issued pursuant to the Term Credit Agreement and provided, further, that the aggregate face amount of all Letters of Credit shall not exceed the L/C Sublimit.

" Letter of Credit Usage " means an amount equal to the face amount of all outstanding Letters of Credit plus the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit and all other outstanding obligations incurred by the Administrative Agent, Lenders and the L/C Issuer, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Letters of Credit by the L/C Issuer or the purchase of a participation as set forth in Annex A with respect to any Letter of Credit. Letter of Credit Usage shall equal the maximum amount that may be payable by the L/C Issuer, Administrative Agent or Lenders thereupon or pursuant thereto.

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" Leverage Ratio " " means, as of any date of determination (a) the amount of Senior Funded Indebtedness as of such date, divided by (b) the amount of Consolidated EBITDA of the Borrowers and their Subsidiaries for the twelve (12) month period most recently ended prior to that date; provided that, notwithstanding anything contained herein to the contrary, for purposes of calculating the Leverage Ratio for the fiscal quarter ending as of (i) June 30, 2007, the amount of Consolidated EBITDA required in clause (b) of this definition shall be determined by taking the amount of Consolidated EBITDA for the six months ended as of June 30, 2007 and multiplying that amount by two (i.e. 6 months Consolidated EBITDA times 2); and (ii) September 30, 2007, the amount of Consolidated EBITDA required in clause (b) of this definition shall be determined by taking the amount of Consolidated EBITDA for the nine months ended as of September 30, 2007, multiplying that amount by four and dividing the result by three (i.e. 9 months Consolidated EBITDA times 4/3).

" LIBOR " means, with respect to each LIBOR Period in respect of any LIBOR Rate Loan, the rate per annum determined by the Administrative Agent to be the offered rate for deposits in Dollars for a period equal to the LIBOR Period for such LIBOR Period therefore appearing on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London time, on the relevant Interest Rate Determination Date with respect to such LIBOR Period. If for any reason, such rate is not available, then the term " LIBOR " shall mean, with respect to the LIBOR Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO page (or any successor page) as the London interbank offered rate for deposits in Dollars as of approximately 11:00 a.m., London time, on the relevant Interest Rate Determination Date for a term comparable to the relevant LIBOR Period; provided   that , if more than one rate is specified on such Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, no such rate is provided for a term comparable to the relevant LIBOR Period, but shall be provided for a shorter and a longer term, then such rate shall be linearly interpolated by the Administrative Agent (which calculation shall be conclusive in the absence of manifest error). In the event that no such rate can be obtained by any of the above means, then the LIBOR Rate for the relevant LIBOR Period for the purposes of this definition shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 a.m., London time, on the relevant Interest Rate Determination Date for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the relevant LIBOR Period.

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" LIBOR Period " means, with respect to any LIBOR Rate Loan, the period of one, two, three or six months, as specified by the Administrative Borrower in the applicable Borrowing Request or in a Notice of Conversion/Continuation and commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending one, two, three or six months thereafter; and provided that the foregoing provisions are subject to the following:

(o)     if any LIBOR Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such LIBOR Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month, in which event such LIBOR Period shall end on the immediately preceding Business Day;

(p)    any LIBOR Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last Business Day of the relevant calendar month; and

(q)     any LIBOR Period in respect of any Loan that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

" LIBOR Rate " means a rate per annum (rounded upwards, if necessary, to the next higher 1/100 ^th of 1%) determined by the Administrative Agent pursuant to the following formula: LIBOR/(1.00 - Eurodollar Reserve Percentage as of the Interest Rate Determination Date).

" LIBOR Rate Loans " means Loans which bear interest at a rate determined by reference to the LIBOR Rate.

" Lien " means any lien, security interest or other encumbrance or charge of any kind, or any other type of preferential arrangement intended to have the effect of a lien or security interest, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

" Loan " means each Revolving Advance or other extension of credit under this Agreement.

" Loan Account " has the meaning ascribed to such term in SECTION 2.08 .

" Loan Documents " means this Agreement, the Notes, the Security Documents, and all other agreements, instruments, and other documents executed and delivered by any Credit Party pursuant hereto or thereto or otherwise evidencing or securing any Loan, in each case.

" Loan Exposure " means, with respect to any Lender, as of any date of determination (a) prior to the funding of the Loans, such Lender’s Commitment, and (b) after the funding of the Loans, the such Lender’s Pro Rata Share of the Aggregate Revolver Exposure.

" Material Adverse Effect " means a material adverse effect on (a) the business, operations, properties, assets, or condition (financial or otherwise) of the Credit Parties taken as a whole, (b) the ability of the Credit Parties to perform their obligations hereunder or under any of the other Loan Documents, or (c) the rights or remedies of the Administrative Agent, Collateral Agent or any Lender hereunder or under any other Loan Document.

" Material Contract " means (a) each of those contracts, Leases, Mining Leases or other agreements listed on Schedule M-1 hereto and (b) any contract, Lease, Mining Lease, or other agreement (or any combination of any of the foregoing which are contractually related or cross-defaulted with each other or under any Loan Document) (i) pursuant to which any Credit Party is or may be obligated to pay or entitled to receive an amount equal to or greater than, (ii) the value of which, based on the reasonably estimated fair market value thereof or of the assets underlying the same, or (iii) in the case of any Mining Lease(s), the average production under which is reasonably expected to have a fair market value of (in each case under the foregoing clauses (i), (ii) and (iii)), $25,000,000 per annum or such lesser amount as may constitute 5% of the revenue of the Borrowers and their Subsidiaries for the twelve months ended on the financial statements most recently delivered under SECTION 7.01(a) .

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" Maturity Date " means February 26, 2012, or such earlier date as the Obligations may become due and payable pursuant to the terms of this Agreement, whether by acceleration or otherwise.

" Maximum Revolver Amount " means $35,000,000.

" Mine " means any excavation or opening into the earth now and hereafter made from which coal or other minerals are or can be extracted on or from any of the properties owned or leased by a Borrower or any Subsidiary of a Borrower, together with all appurtenances, fixtures, structures, improvements and assets in connection therewith.

" Mining Law " means all treaties, laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to mining operations and activities, including the Federal Coal Leasing Amendments Act, the Surface Mining Control and Reclamation Act, the Federal Coal Mine Health and Safety Act, the Black Lung Act and the Coal Act, in each case as amended.

" Mining Lease " means a Lease, easement, right of access or other agreement pursuant to which a Borrower or any Subsidiary of a Borrower has rights with respect to coal reserves or the right to mine or extract coal or other minerals from the ground.

" Mining Permits " means any and all permits, licenses, registrations, notifications, exemptions, contracts and any other authorization or right required under any applicable Mining Law or otherwise necessary to recover coal from any Mine being operated by the Borrowers or any Subsidiary of a Borrower.

" Morgan Stanley " means Morgan Stanley Senior Funding, Inc., a Delaware corporation.

" Mortgage " means a mortgage, deed of trust and/or assessment and other similar security instrument with respect to Real Estate Assets executed and delivered by a Credit Party in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, modified and otherwise supplemented from time to time.

" Mortgaged Property " means each parcel of real property and the improvements thereto as set forth as of the Closing Date on Schedule M-2 and any other such property which becomes subject to a Mortgage granted in connection with this Agreement.

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" Multiemployer Plan " means a " multiemployer plan " as defined in Section 4001(a)(3) of ERISA to which the Credit Parties or any of their ERISA Affiliates has contributed, or has been obligated to contribute, at any time during the preceding six years, or has liability.

" Net Cash Proceeds " means all cash and Cash Equivalents received by a Credit Party or any Wholly-Owned Subsidiary from time to time in connection with a Disposition (whether as initial consideration or through the payment of deferred consideration) other than a Disposition permitted under SECTION 9.04 , after deducting therefrom only (a) the principal amount of any Indebtedness of such Credit Party secured by any Permitted Encumbrance on any asset that is the subject of the Disposition (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Disposition (other than Indebtedness under this Agreement), (b) reasonable fees and expenses related thereto reasonably incurred by such Credit Party in connection therewith, and (c) a provision for any Taxes to be paid or reasonably estimated to be payable, in connection with such Disposition (after taking into account any tax credits or deductions and any tax sharing arrangements).

" Net Casualty/Condemnation Proceeds " means, with respect to any Casualty or Condemnation, the amount of any insurance proceeds or condemnation awards received by a Credit Party from time to time in connection with such Casualty or Condemnation, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted pursuant to this Agreement on the property which is subject of such Casualty or Condemnation after deducting therefrom only (a) a reserve for any Taxes to be paid or estimated by the applicable Credit Party to be paid as a result of such Casualty or Condemnation, and (b) to the extent not excluded above, payments to retire Indebtedness where payment of such Indebtedness is required in connection with such Casualty or Condemnation.

" Net Income " means, with respect to any Person for any period, the net income (loss) of such Person and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

" Net Interest Expense " means, with respect to any Person for any period, interest expense of such Person and its consolidated Subsidiaries for such period (after the elimination of intercompany items) determined on a consolidated basis in conformity with GAAP less the interest income for such period, determined on a consolidated basis in accordance with GAAP for such Person and its consolidated Subsidiaries.

" Net Orderly Liquidation Value " means, with respect to any category of Inventory, the estimated net recovery value (expressed as a percentage of the cost of such Inventory) as determined by Administrative Agent based on the most recent appraisal report prepared by an appraiser acceptable to Administrative Agent which reflects the net cash value expected by such appraiser to be derived from a sale or disposition at a liquidation or going-out-of-business sale of such Inventory after deducting all costs, expenses and fees attributable to such sale or disposition, including, without limitation, all fees, costs, and expenses of any attorneys, appraisers, auctioneers and liquidators engaged to conduct such sale or disposition, all costs and expenses of removing and delivering the same to purchasers, and the costs and expenses of operating Borrowers’ businesses and securing the Collateral during the pendency of the liquidation process.

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" Non-Consenting Lender " has the meaning ascribed to such term in SECTION 14.03(a) .

" Non-U.S. Lender " has the meaning ascribed to such term in SECTION 3.04(e)(i).

" Note " means a promissory note in substantially the form attached as Exhibit N-1 payable to a Lender pursuant to SECTION 2.05 .

" Notice of Conversion/Continuation " means a notice substantially in the form of Exhibit N-2 attached hereto and made a part hereof.

" Notice of Default " has the meaning ascribed to such term in SECTION 13.03 .

" NYMEX " means the New York Mercantile Exchange.

" Obligations " means all Loans, Lender Expenses, advances, debts, liabilities, fees, interest, obligations, covenants and duties, owing by any Credit Party to the Administrative Agent, the Collateral Agent, any L/C Issuer, any Lender, any Affiliate of any Lender, or any Person entitled to indemnification pursuant to SECTION 14.19 of this Agreement, of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, interest rate contract, foreign exchange contract or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, but in all such circumstances only to the extent now existing or hereafter arising or however acquired, arising under or in connection with this Agreement, the Notes, any other Loan Document or any application or documentation of any L/C Issuer in connection with the issuance of a Letter of Credit. The term includes all interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), charges, expenses, fees, attorneys’ fees and disbursements, Lender Expenses and any other sum chargeable to the Credit Parties under this Agreement, the Notes, or any other Loan Document.

" Officer’s Certificate " has the meaning ascribed to such term in SECTION 7.01(d) .

" Office Lease " means any space Lease solely for an office or any other administrative operations, but specifically excluding all Mining Leases and Prep Plant Leases.

" Operating Lease " means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capitalized Lease, other than any such lease under which that Person is the lessor.

" Other Lender " has the meaning ascribed to such term in SECTION 14.03(b).

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" Other Taxes " has the meaning ascribed to such term in SECTION 3.04(b) .

" Participant " has the meaning ascribed to such term in SECTION 14.10(e) .

" Patents " means all of the following in which any Person now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, all applications for letters patent of the United States or any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country and all patentable inventions and improvements described and claimed in any of the foregoing, (b) all reissues, continuations, continuations-in-part, divisions, renewals, or extensions thereof and all amendments and supplements thereto and improvements thereon, (c) all patent licenses held by any Credit Party and (d) including in the case of each of (a), (b) and (c), all rights corresponding thereto in the United States and in every other country, including the right to make, use, lease, license, sell and otherwise transfer the technology or inventions disclosed therein, all income and proceeds thereof and all license royalties and proceeds of infringement suits.

" Patriot Act " means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. No. 107-56 (signed into law October 26, 2001).

" PBGC " has the meaning ascribed to such term in SECTION 6.01(i) .

" Permits " has the meaning ascribed to such term in SECTION 6.01(l) .

" Permitted Acquisition " means acquisitions satisfying all of the following conditions:

(r)     one or more acquisitions for a purchase price not exceeding $25,000,000 in the aggregate for all such acquisitions (including the amount of any Indebtedness assumed as part of any such acquisition), consummated by or through the Borrowers or any of their Subsidiaries (including any newly formed Subsidiary of a Borrower), of a Person engaged in substantially the same general line of business or businesses as those in which the Borrowers or any of their Subsidiaries is engaged or businesses reasonably related thereto;

(s)     such acquisition shall be consensual and shall have been approved by the board of directors (or similar governing body) of the Person whose Equity Interests or assets are proposed to be acquired and shall not have been preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, a Borrower or any Subsidiary of such Borrower;

(t)     the Administrative Borrower provides Agent with prior notice (which notice shall not be less than 10 days prior to the closing date of such acquisition) of such acquisition and a draft of the proposed acquisition agreement;

(u)    the Administrative Borrower delivers a pro forma compliance certificate, prepared on a pro forma basis after giving effect to the proposed acquisition or acquisitions, demonstrating compliance with this Agreement and that the Leverage Ratio immediately after giving effect to the acquisition or acquisitions is equal to or less than the Leverage Ratio for the Borrowers and their subsidiaries without the acquired entity, business or assets immediately prior thereto;

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(v)     the aggregate amount of EBITDA for the last 12 consecutive month period of each such Person (or each such business or assets) being acquired is not less than $1 as of the month most recently ended prior to the date of such Acquisition;

(w)    an Authorized Officer of the Administrative Borrower shall have delivered a certificate attesting to the Solvency of the Borrowers and their Subsidiaries taken as a whole, including the acquired entity, business or assets, after giving effect to the acquisition;

(x)     the Administrative Borrower shall deliver updated disclosure schedules to this Agreement and to each of the other Loan Documents, as applicable;

(y)     any Indebtedness or Liens assumed in connection with each such acquisition are otherwise permitted under SECTION 9.02 or SECTION 9.032 , respectively; and

(z)     no Default or Event of Default shall exist immediately prior to or shall have occurred and be continuing or would result from the consummation of the proposed acquisition or acquisitions.

" Permitted Encumbrances " means:

(aa)      Liens imposed by law for unpaid utilities and taxes, assessments or governmental charges or levies that are not yet due or are being contested in a Permitted Protest;

(bb)     landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue or are being contested in a Permitted Protest;

(cc)     deposits of cash made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security or employment laws or regulations or similar legislation or to secure public, statutory or regulatory obligations;

(dd)     deposits of cash to secure the performance of bids, trade contracts, utility services, government contracts, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(ee)      deposits of cash required under Leases that were entered into in the ordinary course of business and that are not prohibited hereunder;

(ff)       easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and which individually or in the aggregate do not have a Material Adverse Effect;

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(gg)     Liens existing on the Closing Date and listed on Schedule P-1 hereto and, if the Indebtedness secured by such Lien is refinanced pursuant to a Permitted Refinancing, any Lien securing the Permitted Refinancing of such Indebtedness, provided   that such Lien securing Indebtedness under a Permitted Refinancing does not extend to or cover any property or asset of any Credit Party not subject to the Lien on the Closing Date and listed on Schedule P-1 ;

(hh)     Liens securing the Obligations and/or created by the Security Documents;

(ii)        any interest or title of a lessor, sublessor, licensee or licensor under any operating lease or license agreement entered into in the ordinary course of business and which does not, individually or in the aggregate, have a Material Adverse Effect;

(jj)        Liens securing Indebtedness described in clause (c) of the definition of " Permitted Indebtedness "; and

(kk)      Liens in favor of the collateral agent under the Term Credit Agreement that are subject to the Intercreditor Agreement.

" Permitted Indebtedness " means:

(ll)        the Indebtedness listed on Schedule P-2 and extensions, renewals and replacements thereof;

(mm)     Indebtedness of the Credit Parties under this Agreement or other Loan Documents;

(nn)     purchase money Indebtedness and Capitalized Lease Obligations incurred after the Closing Date to acquire equipment or real property in the ordinary course of business; provided   that (i) the aggregate amount of all such Indebtedness does not exceed five million Dollars ($5,000,000) at any time outstanding, (ii) the Indebtedness when incurred shall not be more than 90% of the lesser of the cost or fair market value of the acquired asset as of the time of acquisition of the asset financed, (iii) such Indebtedness is issued and any Liens securing such Indebtedness are created prior to or within 60 days after the acquisition of the asset financed, and (iv) no Lien securing such Indebtedness shall extend to or cover any property or asset other than the asset so financed;

(oo)     intercompany Indebtedness owed to a Credit Party, which Indebtedness constitutes Pledged Debt;

(pp)     Indebtedness under performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and letter of credit obligations made in the ordinary course of business (i) in compliance with workers’ compensation, unemployment insurance and other social security or employment laws or regulations or similar legislation or to secure public, statutory or regulatory obligations or (ii) pursuant to any leases specifically permitted by this Agreement including Mining Leases entered into in the ordinary course of business;

(qq)     Contingent Obligations with respect to endorsements of checks and other negotiable instruments for deposit or collection;

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(rr)       Guarantees by a Credit Party of Indebtedness of another Credit Party if such Credit Party could have directly incurred such Indebtedness hereunder;

(ss)      to the extent constituting Contingent Obligations, indemnification obligations and other similar obligations of the Borrowers and their Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrowers or any of their Subsidiaries extended in the ordinary course of business or to the extent constituting accruals for payroll, vacation or bonus payments incurred in the ordinary course of business or pursuant to obligations under employment agreements;

(tt)       unsecured Indebtedness incurred in the ordinary course of business in an aggregate amount for all Credit Parties and its Subsidiaries taken as a whole not to exceed an amount equal to ten million Dollars ($10,000,000);

(uu)     any Operating Lease entered into in the ordinary course of business; and

(vv)     any Permitted Refinancing of any of the foregoing.

" Permitted Investments " means:

(ww)    cash or Cash Equivalents in Securities Accounts or Deposit Accounts with respect to which a Control Agreement has been executed and delivered;

(xx)       Investments in negotiable instruments for collection;

(yy)     advances made in connection with purchases of goods or services in the ordinary course of business;

(zz)      Investments (including obligations owing under Indebtedness) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(aaa)     Investments by a Credit Party in a Credit Party other than the Borrowers;

(bbb)    Investments existing on the date hereof in Persons which are Subsidiaries of such Credit Party on the Closing Date; and

(ccc)     Investments consisting of non-cash consideration received from the purchaser of assets in connection with a sale of such assets in an aggregate amount not to exceed one million Dollars ($1,000,000).

" Permitted Protest " means the right of a Person to protest any Lien (other than any such Lien that secures all or any portion of the Obligations) or taxes, provided   that (a) a reserve with respect to such obligation is established, if required, by such Person in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently and in good faith by such Person, and (c) if such Permitted Protest is for an amount in excess of five million Dollars ($5,000,000), the Administrative Agent shall have determined in the exercise of its reasonable discretion, that such Lien could not reasonably be or become senior to, or have or obtain priority over, any Lien in favor of the Collateral Agent in or to any portion of the Collateral.

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" Permitted Refinancing " means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided   that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended at the time of such Permitted Refinancing except by the amount of any fees and expenses incurred in connection with such modification, refinancing, refunding, renewal or extension, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of the Indebtedness being modified, refinanced, refunded, renewed or extended and the weighted average life to maturity is no shorter than the Indebtedness being refinanced, refunded, renewed or extended, and (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on subordination terms at least as favorable to the Lenders, taken as a whole, as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, as determined by the board of directors of such Person.

" Person " means any individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or Governmental Authority.

" Plan " means any " employee benefit plan ", as defined in Section 3(3) of ERISA.

" Pledged Debt " shall have the meaning ascribed to such term in the Security Agreement.

" Prep Plant Lease " means any Lease entered into by a Credit Party in respect of a preparation plant and/or a related property on which the preparation plant is situated or in respect of a Coal Handling Facility.

" Prime Rate " means the "Prime Rate" quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time, with any change in the Prime Rate becoming effective from and including the date upon which any such change is publicly announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

" Prior Credit Agreement " means that certain credit agreement among the JRCC, the lenders party thereto, PNC Bank, National Association as administrative agent and Morgan Stanley Senior Funding, Inc. as syndication agent, dated as of May 31, 2006.

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" Pro Rata Share" means, with respect to a Lender at any time, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Commitment at such time and the denominator of which is the sum of the amounts of all of the Lenders’ Commitments at such time, or if no Commitments are outstanding at such time, a fraction (expressed as a percentage), the numerator of which is the amount of Obligations owed to such Lender at such time and the denominator of which is the aggregate amount of the Obligations owed to all Lenders at such time.

" Protective Advances " has the meaning ascribed to such term in SECTION 2.03 .

" Property " means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

" Real Estate Asset " means, at any time of determination, any interest in a real property (fee, leasehold or otherwise) then owned or held by any Borrower or any of its Subsidiaries.

" Recipient " has the meaning ascribed to such term in SECTION 14.22 .

" Register " has the meaning ascribed to such term in SECTION 14.10(d) .

" Registered " means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

" Registered Intellectual Property " means all Intellectual Property that has been Registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other similar filing offices, domestic or foreign, as applicable.

" Regulation T ", " Regulation U ", and " Regulation X " mean, respectively, Regulations T, U, and X of the Federal Reserve Board or any successor, as the same may be amended or supplemented from time to time.

" Related Party ", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the Securities having voting power for the election of directors of such specified Person or otherwise to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting Securities or by contract or otherwise.

" Release " means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the environment, including ambient air, soil, surface or ground water in violation of any Environmental Law.

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" Remedial Action " means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the environment; (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the environment; (c) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (d) any other actions authorized by 42 U.S.C. § 9601.

" Reportable Event " means any of the events described in Section4043(c) of ERISA or the regulations thereunder other than a Reportable Event as to which the provision of 30 days’ notice to the Pension Benefit Guaranty Corporation is waived under applicable regulations.

" Required Lenders " means the Lenders whose Pro Rata Shares equal more than 50% of the aggregate Revolver Exposure.

" Requirements of Law " means, as to any Person, the charter and by-laws or other organizational or Governing Documents of such Person, and any law, ordinance, rule, regulation, requirement, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, Mining Laws, the Patriot Act, the Securities Act, the Securities Exchange Act, Regulations T, U and X, ERISA, the Internal Revenue Code, the Fair Labor Standards Act and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or Permit or environmental, labor, employment, occupational safety or health law, rule or regulation.

" Reserves " has the meaning ascribed to such term in SECTION 2.01(b) .

" Restricted Payments " means, with respect to any Person (a) any dividend or other distribution, direct or indirect, on account of any shares of any Equity Interest of such Person now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of, such Person now or hereafter outstanding, (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to any Indebtedness which is contractually subordinated to the Obligations, and (d) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of, partnership interest of or other Equity Interest of, such Person now or hereafter outstanding.

" Revolver Priority Collateral " has the meaning ascribed to such term in the Intercreditor Agreement.

" Revolving Advance " has the meaning ascribed to such term in SECTION 2.01(a) .

" Sale and Leaseback " has the meaning ascribed to such term in SECTION 9.08 .

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" SEC " means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

" Securities " means any capital stock, shares, voting trust certificates, bonds, debentures, notes, loans or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include the Obligations.

" Securities Account " shall have the meaning provided in Section 8-501(a) of the UCC.

" Securities Act " means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

" Securities Exchange Act " means the Securities Exchange Act of 1934, as amended or any successor Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

" Security Agreement " means the Pledge and Security Agreement, dated as of the date hereof, among the Borrowers, the Grantors identified therein and the Collateral Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance therewith and herewith.

" Security Documents " means the Security Agreement, each Mortgage, the UCC financing statements, the Control Agreements, and any other documents granting or perfecting a Lien upon any portion of the Collateral as security for all or any part of the Obligations, including all Security Documents delivered after the Closing Date pursuant to SECTION 8.08 or otherwise.

" Senior Funded Indebtedness " means the Loans (including any outstanding Letter of Credit hereunder) and the amount of the Term Loan Obligations (as that term is defined in the Term Loan Agreement in effect as of the date hereof).

" Senior Officer " means, with respect to any Credit Party, such Credit Party’s president, chief executive officer, chief administrative officer, chief operating officer, chief financial officer or chief accounting officer.

" Solvent " or " Solvency " of any person means (a) the fair value of the property of such person exceeds its total liabilities (including, without limitation, contingent liabilities), (b) the present fair saleable value of the assets of such person is not less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured, (c) such person does not intend to incur debts or liabilities beyond its ability to pay, as such debts and liabilities mature, and (d) such person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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" Subsidiary " means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association or other entity (a) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, or (b) of which more than 50% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors of such corporation, (ii) the interest in the capital or profits of such partnership or limited liability company, or (iii) the beneficial interest in such trust or estate is, in respect to each of (i), (ii) and (iii) above, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

" Taxes " has the meaning ascribed to such term in SECTION 3.04(a) .

" Term Credit Agreement " means that certain "Term Credit Agreement" among the Borrowers, the Guarantors, Morgan Stanley Senior Funding, Inc. as Administrative Agent and Morgan Stanley & Co. Incorporated as Collateral Agent dated as of February 26, 2007.

" Term Loan Agent " means Morgan Stanley in its capacity as administrative agent under the Term Credit Agreement and any successor thereto.

" Term Loan Obligations " means the amount of $100,000,000, representing the term loans and the amount of the commitments for the issuance of letters of credit under the Term Credit Agreement, as such amount may be reduced from time to time by payments thereon or other reductions thereof.

" Total Commitment " means the aggregate principal amount of the Commitments of all the Lenders (it being understood and agreed that the maximum aggregate principal amount of the Commitments shall not exceed the Maximum Revolver Amount).

" Trademarks " means all United States, state and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade dress, service marks, certification marks, collective marks, logos, all indicators of the source of goods or services, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to the registrations and applications referred to in SECTION 6.01(w) (as such schedule may be amended or supplemented from time to time), but excluding in all cases all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, all extensions or renewals of any of the foregoing, all of the goodwill of the business connected with the use of and symbolized by the foregoing, the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit, which are owned or licensed by a Credit Party.

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" Trade Secrets " means all trade secrets and all other confidential or proprietary information and know-how including drawings, formulae, schematics, designs, plans, processes, supplier lists, business plans, business methods and prototypes now or hereafter owned or used in the business of such Credit Party throughout the world, whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, the right to sue for past, present and future infringement of any Trade Secret, and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages, and proceeds of suit.

" UCC " means the Uniform Commercial Code enacted in the State of New York, as amended from time to time; provided   that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, " UCC " means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

" Unused Commitment Fee " has the meaning ascribed to such term in SECTION 4.04(a) .

" Wholly-Owned " means, when used to describe any Subsidiary of a Credit Party, that all of the capital stock (other than directors’ qualifying shares) of or other Equity Interests in such Subsidiary is owned directly or indirectly by one or more Credit Parties or by other Wholly-Owned Subsidiaries of a Credit Party.

SECTION 1.02       Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03      Accounting and Other Terms . Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given to it under GAAP. All terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein as set forth therein.

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SECTION 1.04       Time References . Unless otherwise indicated herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; provided , however , that with respect to a computation of fees or interest payable to the Administrative Agent or the Lenders, such period shall in any event consist of at least one full day.

ARTICLE II

THE FACILITY

SECTION 2.01        Revolving Advances . 

(a)   Commitments . Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make advances (each a " Revolving Advance ") to the Borrowers in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage at such time, or (ii) the Borrowing Base at such time less the Letter of Credit Usage at such time.

(b)   Anything to the contrary in this SECTION 2.01 notwithstanding, the Administrative Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent in its discretion shall deem necessary or appropriate, including (i) reserves with respect to (A) sums that Borrowers are required to pay by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (B) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than Liens in favor of the collateral agent under the Term Credit Agreement), which Lien or trust, in the discretion of the Administrative Agent likely would have a priority superior to the Collateral Agent’s Lien (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under Applicable Law) in and to such item of the Collateral, (ii) reserves for obligations owed to financial institutions in which Deposit Accounts or Securities Accounts are maintained, (iii) a reserve for accrued, unpaid interest then due on the Obligations, (iv) reserves for rent at a leased, warehouse or bailment location for which the Collateral Agent has not received a collateral access or similar agreement, which reserve shall be in an amount equal to the lesser of (A) 3 months’ rent or (B) applicable Availability provided by the Eligible Inventory at such location, and reserves for other statutory liens, (v) reserves against availability from Inventory for shrinkage consistent with historical or industry experience in excess of shrinkage taken into account in the calculation of the value of Eligible Inventory, (vi) reserves for taxes, assessments, charges and other governmental levies which are delinquent, (vii) reserves against availability from Accounts for dilution in excess of five percent (5%), and (viii) after the occurrence and during the continuance of an Event of Default, reserves with respect to such other matters as the Administrative Agent in its discretion shall deem necessary or appropriate (together, " Reserves ").

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(c)   Amounts borrowed pursuant to this SECTION 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

(d)   Borrowing Request . If the Borrowers desire to borrow Revolving Advances under SECTION 2.01(a) , the Administrative Borrower shall deliver to the Administrative Agent a Borrowing Request signed by the Administrative Borrower in substantially the form attached as Exhibit B-1 not later than 12:00 noon (i) in the case of a request for a Base Rate Loan, on the proposed Funding Date or (ii) in the case of a request for a LIBOR Rate Loan, at least three (3) Business Days in advance of the proposed Funding Date. Such Borrowing Request shall specify: (A) the aggregate principal amount of Revolving Advances to be made on the Funding Date; (B) whether such Revolving Advances shall be comprised of LIBOR Rate Loans or Base Rate Loans; (C) the proposed Funding Date, which must be a Business Day; and (D) if applicable, the LIBOR Period for such Revolving Advances. Each borrowing of a Revolving Advance under SECTION 2.01(a) shall, in the case of LIBOR Rate Loans, be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof.

(e)   Making the Revolving Advances . 

(i)   The Administrative Agent shall promptly notify each Lender of the amount of each borrowing requested by the Borrowers. Each Lender shall make an amount equal to its Pro Rata Share of the amount of such borrowing available to the Administrative Agent by wire transfer to the Administrative Agent’s Account in immediately available funds, not later than 1:00 p.m. on the Funding Date applicable thereto. Subject to the satisfaction of the conditions precedent set forth in ARTICLE V , the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrowers on such Funding Date. All Revolving Advances made hereunder shall be made available to the Borrowers at the Borrower Funding Account.

(ii)   Except as otherwise provided in this SECTION 2.01(f) , all Revolving Advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. The failure of any Lender to deposit the amount described in clause (i) above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Revolving Advance on such Funding Date. No Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Advance hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure, and each Lender shall be obligated to make the Revolving Advances required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.

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(f)   Funding of Revolving Advances . Unless the Administrative Agent shall have received notice from a Lender, prior to the requested Funding Date, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Loans, the Administrative Agent may, but shall not be required to, assume that such Lender has made such share available on such date in accordance with SECTION 2.01(f) and may in its sole discretion, but shall not be required to, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If any Lender either does not make its share of the applicable Loans available to the Administrative Agent or delays in doing so past 4:00 p.m. on the Funding Date (such Lender (until it makes such share available) shall be hereinafter referred to as a " Defaulting Lender "), then the Administrative Agent shall notify the Administrative Agent and the Administrative Borrower of such default. If the Administrative Agent has, in its sole discretion, made available to the Borrowers an amount corresponding to such Defaulting Lender’s Pro Rata Share of the Loans, then the Defaulting Lender and the Borrowers jointly and severally agree to pay such amount to the Administrative Agent on demand with interest thereon, from and including the date such amount is made available to the Borrowers to the date of payment to the Administrative Agent, at:

(i)   in the case of the Defaulting Lender, the Federal Funds Rate; or

(ii)   in the case of the Borrowers, the interest rate applicable to Base Rate Loans.

(g)   Repayment of Revolving Advances; Termination of Commitments . The principal amount of, interest on and fees related to all outstanding Revolving Advances shall be repaid in full on the Maturity Date and any outstanding Letters of Credit shall be returned for cancellation or Cash Collateralized in the manner provided in Annex A . The Commitments shall terminate on the Maturity Date.

(h)   Letter of Credit Subfacility . Subject to and in accordance with the terms and conditions contained herein and in Annex A to this Agreement, the Borrowers shall have the right to request, and the L/C Issuer agrees to issue, Letters of Credit and the Lenders agree to incur, or purchase participations in, Letter of Credit Usage in respect of the Borrowers.

SECTION 2.02       Use of Proceeds . Proceeds of the Loans shall be utilized to: (a) refinance certain existing secured indebtedness and replace existing letters of credit on the Closing Date, (b) pay fees and expenses associated with the Loans and (c) provide for working capital and other general corporate purposes. No portion of the Loans may be used to fund voluntary prepayments of the Term Loan Obligations.

SECTION 2.03       Protective Advances. The Collateral Agent hereby is authorized by the Borrowers and the Lenders, from time to time in the Collateral Agent’s sole discretion, (a) after the occurrence and during the continuance of a Default or Event of Default, or (b) at any time that any of the other applicable conditions precedent set forth in SECTION 5.02 are not satisfied, to make loans to the Borrowers (" Protective Advances ") in an aggregate amount not to exceed three million five hundred thousand Dollars ($3,500,000) that the Collateral Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations or (iii) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Lender Expenses and the costs, fees and expenses pursuant to this Agreement, provided   that Protective Advances shall not cause the amount of the Loans to exceed the Maximum Revolver Amount. The Collateral Agent shall promptly notify the Administrative Borrower of any Protective Advances made to the Borrowers.

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Each Protective Advance shall be deemed to be a Loan hereunder and shall bear interest at the default rate set forth in SECTION 4.01(b) , except that no Protective Advance shall be eligible to be a LIBOR Rate Loan. The Protective Advances shall be repayable on demand and shall be secured Obligations pursuant to the Security Documents, and shall bear interest at the rate applicable from time to time to Loans that are Base Rate Loans. The provisions of this SECTION 2.03 are for the exclusive benefit of the Agents and the Lenders and the Collateral Agent has no obligation to make Protective Advances.

SECTION 2.04       Promise to Pay . Each of the Borrowers, jointly and severally, agrees to pay (a) the principal amount of the Loans in full on the Maturity Date or such earlier date as they may become due and payable, whether by operation of SECTION 3.02 , by acceleration or otherwise, (b) all fees and other amounts due under the Agents Fee Letter due on the Closing Date and from time to time after the Closing Date when due, (c) all Lender Expenses on demand, (d) all unpaid interest accrued, in accordance with the terms of this Agreement and any applicable Note or such earlier date as such amounts may become due and payable, whether by acceleration or otherwise, (e) all issuance charges and other amounts when due to each L/C Issuer in accordance with Annex A , this Agreement, and other documentation between a Borrower and each such L/C Issuer, (e) all mandatory prepayments when due under this Agreement, and (f) all other Obligations when due under this Agreement. 

SECTION 2.05        Notes . 

(a)       The Borrowers’ obligation to pay the principal of, and interest on, the Loans made to the Borrowers by each Lender shall be set forth on the Register maintained by the Administrative Agent and, subject to the provisions of SECTION 2.05(c) , shall be evidenced by, at the request of the applicable Lender, a promissory note substantially in the form of Exhibit N-1 , with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a " Note ").

(b)       The Note issued to each requesting Lender shall (i) be executed jointly by each of the Borrowers, (ii)