EXHIBIT 10.4
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
DATED AS OF OCTOBER 27, 2004
This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is among PEABODY ENERGY CORPORATION, a Delaware corporation
(the "Borrower"), the Lenders (as defined below), FLEET NATIONAL BANK, as
administrative agent (in such capacity, the "Administrative Agent"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent.
PRELIMINARY STATEMENTS:
1. The Borrower, the Lenders and the Administrative Agent have
entered into that certain Second Amended and Restated Credit Agreement, dated as
of March 21, 2003, by and among the Borrower, the several lenders from time to
time parties thereto (the "Lenders"), Wachovia Bank, National Association and
Lehman Commercial Paper Inc., as syndication agents, Banc of America Securities
LLC (formerly known as Fleet Securities, Inc.), Wachovia Capital Markets, LLC
(formerly known as Wachovia Securities, Inc.) and Lehman Brothers Inc., as
arrangers, Morgan Stanley Senior Funding, Inc. and U.S. Bank National
Association, as documentation agents, and the Administrative Agent (as amended
through the date hereof, the "Credit Agreement"; capitalized terms used and not
otherwise defined herein have the meanings assigned to such terms in the Credit
Agreement).
2. The Borrower has requested that the Lenders amend the Credit
Agreement to, among other things, (i) reduce the Applicable Margin on the Loans
and the Revolving Credit Commitment fee rate and (ii) extend the Revolving Loan
Termination Date.
3. Subject to the terms and conditions set forth below, and in
consideration of certain agreements of the Borrower and other Credit Parties set
forth herein and in the accompanying Consent of Credit Parties, the
Administrative Agent, the Syndication Agent and the requisite Lenders are
willing to agree to the amendment described below.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1 Amendments to Credit Agreement. Upon the satisfaction
of the applicable conditions precedent set forth in Section 2, the Credit
Agreement is hereby amended as follows:
(a) The following new definitions are hereby added to subsection 1.1 of
the Credit Agreement:
"Additional Term Loan": the Loans made by any Lender to the
Borrower pursuant to subsection 2.1(a)(iii).
"Additional Term Loan Commitment": the commitment of a Lender
set forth on Schedule 1 to the Lender Addendum delivered by such
Lender to make an Additional Term Loan to the Borrower pursuant
to subsection 2.1(a)(iii).
"Third Amendment Effective Date": the date on which the
amendments contained in Section 1 of the Third Amendment became
effective in accordance with its terms, which for all purposes
under this Agreement will be deemed to be October 27, 2004.
"Third Amendment": Amendment No. 3 to this Agreement, dated as
of October 27, 2004.
(b) The definition of "Revolving Loan Termination Date" contained in
subsection 1.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
"Revolving Loan Termination Date": March 21, 2010.
(c) The definition of "Commitment Fee Rate" contained in subsection 1.1
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Commitment Fee Rate": at any time, the rate per annum set forth
on Schedule I, under the relevant column heading opposite the
level of the Consolidated Total Obligations to Consolidated
EBITDA Ratio most recently determined.
(d) The definition of "Usage Ratio" contained in subsection 1.1 of the
Credit Agreement is hereby deleted in its entirety.
(e) The definition of "Existing Securitization" contained in subsection
1.1 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Existing Securitization": the accounts receivable
securitization financing of P&L Receivables Company LLC,
existing as of the Third Amendment Effective Date in an
aggregate amount of up to $225,000,000.
(f) The definition of "Specified Hedge Agreement" contained in
subsection 1.1 of the Credit Agreement is hereby amended to delete the words
"and the Syndication Agents" where they appear therein.
(g) The definition of "Term Loans" contained in subsection 1.1 of the
Credit Agreement is hereby amended to add the following text at the end thereof:
", and after the Third Amendment Effective Date, Additional Term
Loans made by Lenders to the Borrower pursuant to subsection
2.1(a)(iii) shall be deemed to be Term Loans for all purposes
hereunder."
2
(h) The definition of Term Loan Commitment contained in subsection 1.1
of the Credit Agreement is hereby amended to replace the words "pursuant to
subsection 2.1(a)(i); and "Term Loan Commitments" means such commitments of all
Term Lenders in the aggregate, which shall be $450,000,000" with the following
text:
"pursuant to subsection 2.1(a)(i) or after the Third Amendment
Effective Date, Additional Term Loans pursuant to subsection
2.1(a)(iii); and "Term Loan Commitments" means such commitments
of all Term Lenders in the aggregate, which as of the Third
Amendment Effective Date shall be $450,000,000."
(i) Subsection 2.1(a) of the Credit Agreement is hereby amended to add
the following new subsection (iii):
"(iii) Additional Term Loans. Each Lender severally agrees to
make a term loan to the Borrower on the Third Amendment
Effective Date in an aggregate principal amount equal to such
Lender's Additional Term Loan Commitment. Amounts borrowed under
this subsection 2.1(a)(iii) and subsequently repaid may not be
reborrowed."
(j) Subsection 2.5(a) of the Credit Agreement is hereby amended to
replace the table therein with the following table:
Scheduled Repayment of
Payment Date Term Loans
- ------------ ----------
12/31/04 $1,250,000
3/31/05 $1,250,000
6/30/05 $1,250,000
9/30/05 $1,250,000
12/31/05 $2,500,000
3/31/06 $2,500,000
6/30/06 $2,500,000
9/30/06 $2,500,000
12/31/06 $3,125,000
3/31/07 $3,125,000
6/30/07 $3,125,000
9/30/07 $3,125,000
12/31/07 $3,750,000
3/31/08 $3,750,000
6/30/08 $3,750,000
9/30/08 $3,750,000
12/31/08 $3,750,000
3/31/09 $3,750,000
6/30/09 $100,000,000
9/30/09 $100,000,000
12/31/09 $100,000,000
Termination Date $100,000,000
</Table>
3
(k) Subsection 7.8 of the Credit Agreement is hereby amended to replace
the number "$350,000,000 with the number "$450,000,000".
(l) Subsection 7.9(l) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(l) In addition to investments permitted under subsection
7.9(o), and, with respect to Credit Parties that are not Blanket
Grantors under subsection 7.9(j), (i) Investments not to exceed
$150,000,000 per fiscal year in Restricted and Unrestricted
Subsidiaries for the purpose of making payments under federal
coal leases and (ii) other Investments in Unrestricted
Subsidiaries, Restricted Subsidiaries and Credit Parties which
are not Blanket Grantors, in an amount not to exceed in the
aggregate outstanding at any time under this clause (ii) (net of
dividends and other distributions paid in respect thereof) five
percent (5%) of the Total Assets of the Borrower and its
Restricted Subsidiaries (determined immediately prior to the
time of each such Investment);"
(m) Subsection 10.1 of the Credit Agreement is hereby amended to (i)
delete the third sentence thereof in its entirety and (ii) delete the words ",
the Syndication Agents" in the last sentence thereof.
(n) Schedule I to the Credit Agreement is hereby amended and restated in
its entirety as the Schedule I attached hereto as Exhibit A.
SECTION 2 Conditions to Effectiveness of Amendments. The
effectiveness of the amendments contained in Section 1 of this Amendment is
conditioned upon satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received (i) signed written
authorization from the Required Lenders to execute this Amendment and
counterparts of this Amendment signed by the Borrower and counterparts of the
Consent of Credit Parties attached hereto (the "CONSENT") signed by the Credit
Parties and (ii) unless otherwise waived by the Administrative Agent, a fully
executed Assignment and Acceptance from each Lender (including without
limitation from each Nonconsenting Lender);
(b) each of the representations and warranties in Section 3 below shall
be true and correct in all material respects as of the date on which such
amendment becomes effective;
(c) the Administrative Agent shall have received payment in immediately
available funds of all reasonable out-of-pocket costs and expenses incurred by
the Administrative Agent (including, without limitation, legal fees) and by
Wachovia Bank, National Association, in each case, for which invoices have been
presented;
(d) the Administrative Agent shall have received the executed legal
opinion of (x) Simpson, Thacher & Bartlett LLP, counsel to the Borrower and
special New York counsel to the other Credit Parties, (y) Jeffery Klinger, Esq.,
special Missouri counsel to the Borrower and in-house counsel to the other
Credit Parties, in each case, in form and substance reasonably
4
acceptable to the Administrative Agent; and
(e) the Administrative Agent shall have received such other documents,
instruments and opinions as it shall have reasonably requested.
SECTION 3 Representations and Warranties. The Borrower
represents and warrants to the Administrative Agent and the Lenders as follows:
(a) Authority. Each of the Credit Parties has the requisite corporate
power and authority to execute and deliver this Amendment and the Consent, as
applicable, and to perform its obligations hereunder and under the Credit
Documents (as modified hereby). The execution, delivery and performance by the
Borrower and each other Credit Party of this Amendment, the Consent (as
applicable), the Credit Documents (as modified hereby) and the transactions
contemplated hereby and thereby have been duly approved by all necessary
corporate action of such Person and no other corporate proceedings on the part
of such Person are necessary to consummate such transactions.
(b) No Legal Bar. The execution and delivery of this Amendment and of
the Consent by each Credit Party party thereto, and the performance of the
Credit Agreement and each other Credit Document, as amended hereby, by the
Borrower and each other Credit Party party thereto: (i) will not violate any
Requirement of Law or any Contractual Obligation applicable to or binding, the
Borrower any Restricted Subsidiary or any of their respective properties or
assets and (ii) will not result in the creation or imposition of a Lien on any
of its properties or assets pursuant to any Requirement of Law applicable to it
or any of its Contractual Obligations, except for the Liens arising under the
Credit Documents.
(c) Enforceability. This Amendment has been duly executed and delivered
by the Borrower. The Consent has been duly executed and delivered by each Credit
Party. This Amendment, the Consent and each Credit Document (as modified hereby)
is the legal, valid and binding obligation of each Credit Party hereto and
thereto, enforceable against such Credit Party in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing, and is in full force and effect.
(d) Representations and Warranties. The representations and warranties
contained in each Credit Document (other than any such representations and
warranties that, by their terms, are specifically made as of a date other than
the date hereof) are true and correct in all material respects on and as of the
date hereof as though made on and as of the date hereof.
(e) No Default. Both immediately before and after giving effect to the
amendments set forth in Section 1 hereof no event has occurred and is continuing
that constitutes a Default or Event of Default.
SECTION 4 Reference to and Effect on Credit Agreement.
(a) Upon and after the effectiveness of this Amendment, each reference
in the Credit
5
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Credit
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement and the
other Credit Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Security Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations
under and as defined therein, in each case as modified hereby.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent or any Lender under any of the
Credit Documents, nor, except as expressly provided herein, constitute a waiver
or amendment of any provision of any of the Credit Documents.
SECTION 5 Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment or such Consent.
SECTION 6 Severability. Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 7 Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
(signature page follows)
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
PEABODY ENERGY CORPORATION,
a Delaware corporation
By:
--------------------------------------
Name:
Title:
FLEET NATIONAL BANK,
as Administrative Agent, on behalf of the
Required Lenders
By:
--------------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent
By:
--------------------------------------
Name:
Title:
CONSENT OF CREDIT PARTIES
DATED AS OF OCTOBER 27, 2004
The undersigned, as Guarantors and as Grantors under the
"Guarantee and Collateral Agreement", as Grantors under the "Trademark Security
Agreement" and each "Patent Security Agreement" and as Mortgagors under each
"Mortgage" (as such terms are defined in and under the Credit Agreement referred
to in the foregoing Amendment No. 3), as applicable, each hereby consents and
agrees to the foregoing Amendment No. 3 and hereby confirms and agrees that (i)
each of the Guarantee and Collateral Agreement, the Trademark Security
Agreement, each Patent Security Agreement and each Mortgage is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects except that, upon the effectiveness of said Amendment No. 3, each
reference in the Guarantee and Collateral Agreement, the Trademark Security
Agreement, each Patent Security Agreement and each Mortgage to the "Credit
Agreement", "thereunder", "thereof" and words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
modified by said Amendment No. 3, (ii) the Guarantee and Collateral Agreement
and all of the Collateral described therein does, and shall continue to, secure
the payment of all of the Obligations as defined in the Guarantee and Collateral
Agreement, (iii) the Trademark Security Agreement and all of the Collateral
described therein does, and shall continue to, secure the payment of all of the
Obligations as defined in the Guarantee and Collateral Agreement, (iv) each
Patent Security Agreement and all of the Collateral described therein does, and
shall continue to, secure the payment of all of the Obligations as defined in
the Guarantee and Collateral Agreement and (v) each Mortgage and all of the
Collateral described therein does, and shall continue to, secure the payment of
all of the Obligations as defined in the Guarantee and Collateral Agreement.
(signature pages follow)
IN WITNESS WHEREOF, the parties hereto have caused this Consent of
Credit Parties to be executed by their respective officers thereunto duly
authorized, as of the date first written above.
PEABODY ENERGY CORPORATION
AFFINITY MINING COMPANY
APPALACHIA MINE SERVICES, LLC
ARCLAR COMPANY, LLC
ARID OPERATIONS INC.
BEAVER DAM COAL COMPANY
BIG RIDGE, INC.
BIG SKY COAL COMPANY
BLACK BEAUTY EQUIPMENT COMPANY
BLACK BEAUTY HOLDING COMPANY, LLC
BLACK BEAUTY MINING, INC.
BLACK BEAUTY RESOURCES, INC.
BLACK BEAUTY UNDERGROUND, INC.
BLACK WALNUT COAL COMPANY
BLUEGRASS COAL COMPANY
BTU EMPIRE CORPORATION
BTU WORLDWIDE, INC.
CABALLO COAL COMPANY
CHARLES COAL COMPANY
CLEATON COAL COMPANY
COAL PROPERTIES CORP.
COAL RESERVES HOLDING LIMITED LIABILITY COMPANY NO. 1
COAL RESERVES HOLDING LIMITED LIABILITY COMPANY NO. 2
COALSALES, LLC
COLORADO YAMPA COAL COMPANY
COOK MOUNTAIN COAL COMPANY
COTTONWOOD LAND COMPANY
CYPRUS CREEK LAND COMPANY
EACC CAMPS, INC.
EAGLE COAL COMPANY
EASTERN ASSOCIATED COAL CORP.
EASTERN ROYALTY CORP.
EMPIRE MARINE, LLC
FALCON COAL COMPANY
GALLO FINANCE COMPANY
GIBCO MOTOR EXPRESS, LLC
GOLD FIELDS CHILE, S.A.
GOLD FIELDS MINING CORPORATION
GOLD FIELDS OPERATING CO. - ORTIZ
GRAND EAGLE MINING, INC.
HAYDEN GULCH TERMINAL, INC.
HIGHLAND MINING COMPANY
HIGHWALL MINING SERVICES COMPANY
HILLSIDE MINING COMPANY
INDEPENDENCE MATERIAL HANDLING COMPANY
INDIAN HILL COMPANY
INTERIOR HOLDINGS CORP.
JAMES RIVER COAL TERMINAL COMPANY
JARRELL'S BRANCH COAL COMPANY
JUNIPER COAL COMPANY
KAYENTA MOBILE HOME PARK, INC.
LOGAN FORK COAL COMPANY
MARTINKA COAL COMPANY
MIDCO SUPPLY AND EQUIPMENT CORPORATION
MIDWEST COAL ACQUISITION CORP.
MOUNTAIN VIEW COAL COMPANY
NORTH PAGE COAL CORP.
OHIO COUNTY COAL COMPANY
PDC PARTNERSHIP HOLDINGS, INC.
PEABODY AMERICA, INC.
PEABODY COAL COMPANY
PEABODY COALSALES COMPANY
PEABODY COALTRADE, INC.
PEABODY COALTRADE INTERNATIONAL, LLC
PEABODY ENERGY GENERATION HOLDING
PEABODY ENERGY INVESTMENTS, INC.
PEABODY ENERGY SOLUTIONS, INC.
PEABODY HOLDING COMPANY, INC.
PEABODY SOUTHWESTERN COAL COMPANY
PEABODY TERMINALS, INC.
PEABODY VENEZUELA COAL CORP.
PEABODY WESTERN COAL COMPANY
PINE RIDGE COAL COMPANY
POND RIVER LAND COMPANY
POWDER RIVER COAL COMPANY
RIO ESCONDIDO COAL CORP.
RIVERS EDGE MINING, INC.
RIVERVIEW TERMINAL COMPANY
SENECA COAL COMPANY
SENTRY MINING COMPANY
SHOSHONE COAL COPRORATION
SNOWBERRY LAND COMPANY
STERLING SMOKELESS COAL COMPANY
SUGAR CAMP PROPERTIES
TWENTYMILE COAL COMPANY
YANKEETOWN DOCK CORPORATION
By:
---------------------------------------------------
Name:
Title:
(signatures continued next page)
BLACK BEAUTY COAL COMPANY
By: Thoroughbred, L.L.C.,
a Delaware limited liability company, its Partner
By:
-------------------------------------------------------
Name:
Title:
BLACK HILLS MINING COMPANY, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
-------------------------------------------------------
Name:
Title:
BLACK STALLION COAL COMPANY, LLC
By: Black Walnut Coal Company,
its Sole Member
By:
-------------------------------------------------------
Name:
Title:
BTU VENEZUELA LLC
By: Peabody Energy Corporation,
a Delaware corporation, its Sole Member
By:
-------------------------------------------------------
Name:
Title:
COLONY BAY COAL COMPANY
By: Charles Coal Company,
a Delaware corporation, its General Partner
By:
-------------------------------------------------------
Name:
Title:
(signatures continued next page)
CYPRUS CREEK LAND RESOURCES, LLC
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
KANAWHA RIVER VENTURES I, LLC
By: Snowberry Land Company,
its Member
By:
--------------------------------------------------------
Name:
Title:
MUSTANG ENERGY COMPANY, L.L.C.
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
PATRIOT COAL COMPANY, L.P.
By: Bluegrass Coal Company,
a Delaware corporation, its Partner
By:
--------------------------------------------------------
Name:
Title:
By: Sentry Mining Company,
a Delaware corporation, its Partner
By:
--------------------------------------------------------
Name:
Title:
(signatures continued next page)
PEABODY ARCHVEYOR, L.L.C.
By: Gold Fields Mining Corporation,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
PEABODY DEVELOPMENT COMPANY, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
PEABODY DEVELOPMENT LAND HOLDINGS, LLC
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
By: Peabody Holding Company, Inc.,
a New York corporation, its Member
By:
--------------------------------------------------------
Name:
Title:
PEABODY NATURAL GAS, LLC
By: Peabody Holding Company, Inc.,
a New York corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
(signatures continued next page)
PEABODY NATURAL RESOURCES COMPANY
By: Gold Fields Mining Corporation,
a Delaware corporation, its Partner
By:
--------------------------------------------------------
Name:
Title:
By: Peabody America, Inc.,
a Delaware corporation, its Partner
By:
--------------------------------------------------------
Name:
Title:
PEABODY POWERTREE INVESTMENTS, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
PEABODY RECREATIONAL LANDS, L.L.C.
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
(signatures continued next page)
PEC EQUIPMENT COMPANY, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
POINT PLEASANT DOCK COMPANY, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
POND CREEK LAND RESOURCES, LLC
By: Peabody Coal Company,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
PORCUPINE PRODUCTION, LLC
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
PORCUPINE TRANSPORTATION, LLC
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
(signatures continued next page)
PRAIRIE STATE GENERATING COMPANY, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
STAR LAKE ENERGY COMPANY, L.L.C.
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
THOROUGHBRED, L.L.C.
By: Peabody Holding Company, Inc.,
a New York corporation, its Member
By:
--------------------------------------------------------
Name:
Title:
By: Peabody Development Company, LLC
By: Peabody Holding Company, Inc.
a New York corporation, its Sole Member
By:
----------------------------------------------------
Name:
Title:
THOROUGHBRED GENERATING COMPANY, LLC
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
(signatures continued next page)
THOROUGHBRED MINING COMPANY, L.L.C.
By: BTU Worldwide, Inc.,
a Delaware corporation, its Sole Member
By:
--------------------------------------------------------
Name:
Title:
WILLIAMSVILLE COAL COMPANY, LLC
By: Midwest Coal Acquisition Corp.,
its Sole Member
By:
--------------------------------------------------------
Name:
Title:
EXHIBIT A
Schedule I
to Credit Agreement
Pricing Grid
<Table>
<Caption>
CONSOLIDATED REVOLVING CREDIT
TOTAL REVOLVING CREDIT FACILITY TERM LOAN
OBLIGATIONS TO FACILITY APPLICABLE APPLICABLE TERM LOAN
CONSOLIDATED APPLICABLE MARGIN MARGIN - BASE COMMITMENT FEE MARGIN - LIBOR APPLICABLE MARGIN
LEVEL EBITDA RATIO -LIBOR RATE RATE RATE RATE - BASE RATE
- ---------- ------------------ ------------------- ------------------ ------------------- ------------------ -------------------
I =>3.25x 1.750% 0.750% 0.375% 1.750% 0.750%
II =>2.75x 1.250% 0.250% 0.250% 1.250% 0.250%
III =>2.25x 1.000% 0.000% 0.250% 1.000% 0.000%
IV <2.25x 0.750% 0.000% 0.200% 0.750% 0.000%
</Table>