Exhibit 10.2
FIRST AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment"), dated as of January
___, 2003, by and among MASSEY ENERGY COMPANY (the "Borrower"), each domestic
Subsidiary of the Borrower listed on the signature pages hereof as Guarantors
(individually referred to herein as a "Guarantor" and collectively, on a joint
and several basis, as the "Guarantors"), the undersigned Lenders (as defined
below), CITICORP USA, INC., as administrative agent for the Lenders (in such
capacity "Administrative Agent"), and as collateral agent for the Secured
Parties (in such capacity, the "Collateral Agent"), PNC BANK, NATIONAL
ASSOCIATION, as syndication agent (the "Syndication Agent"), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as documentation agent (the "Documentation Agent"), to
that certain Amended and Restated Credit Agreement dated as of November 26, 2002
(the "Credit Agreement"), by and among the Borrower, the Guarantors, the
Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent, and the lenders party thereto (the "Lenders"). Capitalized
terms used herein but not defined herein are used as defined in the Credit
Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders, the
Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent are parties to the Credit Agreement;
WHEREAS, the parties hereto wish to amend certain terms of the
Credit Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and other good and valuable
consideration, the adequacy and receipt of which is hereby acknowledged, and in
reliance upon the representations, warranties and covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment Effective Date (as defined below), hereby amended
as follows:
(a) Amendment to Section 5.03 (Affirmative Covenants). The last
sentence of Section 5.03(i) (Additional Collateral and Guaranties) of the Credit
Agreement is hereby amended in its entirety to read as follows:
Notwithstanding anything in Section 5.03(j) or this Section 5.03(i)
to the contrary, (x) no Special Purpose Financing Subsidiary shall
be required to become a party to this Agreement as a Guarantor or
become a party to any of the Collateral Documents or otherwise grant
a Lien on any of its assets as security for the Secured Obligations,
(y) no Loan Party shall be required to pledge the Stock of any
Special Purpose Financing Subsidiary if the terms of the applicable
Permitted Asset-Backed Financing prohibit the pledge of such Stock
(it being understood that the Borrower shall use reasonable efforts
to avoid such prohibition in connection with its negotiation of the
terms of such Permitted Asset-Backed Financing) and (z) the maximum
amount of Secured Obligations that shall be secured by any portion
of the Collateral that constitutes Principal Property (as defined in
the Indenture dated as of February 18, 1997 between Fluor
Corporation and Bankers Trust Company, as trustee), shall be limited
to the maximum amount necessary to avoid triggering the equal and
ratable sharing provisions thereunder.
(b) Amendments to Section 5.04 (Negative Covenants)
(1) Amendments to Section 5.04(a)(Debt). Clause (v) of Section
5.04(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:
(v) Renewals, extensions, refinancings and refundings of
Debt permitted by clause (ii) (other than with respect to the Public Debt)
or (iv) above, clause (viii) below or this clause (v); provided, however,
that (A) any such renewal, extension, refinancing or refunding is in an
aggregate principal amount not greater than the principal amount of, and is
on terms no less favorable to the Borrower or such Subsidiary, including as
to weighted average maturity, than the Debt being renewed, extended,
refinanced or refunded and (B) in the case of any refinancing or refunding
of a Permitted Asset-Backed Financing, such refinancing or refunding meets
the requirements of a Permitted Asset-Backed Financing as set forth in the
definition thereof;
(2) Amendments to Section 5.04(b)(Liens, Etc.). Clause (ix) of
Section 5.04(b) of the Credit Agreement is hereby amended in its entirety to
read as follows:
(ix) Liens on the assets of one or more special purpose
Subsidiaries of the Loan Parties established for the purpose of any
Permitted Asset-Backed Financing (each, a "Special Purpose Financing
Subsidiary"), and Liens on the assets of any Loan Party that are
contributed or transferred by such Loan Party, as the originator thereof,
to such Special Purpose Financing Subsidiary, in each case to the extent
such Liens are created or deemed to exist in connection with any such
Permitted Asset-Backed Financing; provided that the aggregate principal
amount secured by all such Liens shall not exceed $150,000,000 at any time;
and
(3) Amendments to Section 5.04(c)(Investments). Section
5.04(c) of the Credit Agreement is hereby amended by (i) deleting the "and"
after clause (vi) thereof, (ii) renumbering clause (vii) thereof to "clause
(viii)" and (iii) inserting the following clause as new clause (vii) thereof:
(vii) Investments in any Special Purpose Financing Subsidiary
consisting of assets contributed or transferred by any Loan Party as the
originator thereof to such Special Purpose Financing Subsidiary in
connection with any Permitted Asset-Backed Financing; and
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(4)Amendments to Section 5.04(j)(Limitations on Restrictions
on Subsidiary Distributions; No New Negative Pledge). Section 5.04(j) of the
Credit Agreement is hereby amended in its entirety to read as follows:
(j) Limitations on Restrictions on Subsidiary
Distributions; No New Negative Pledge. Except pursuant to the Loan
Documents and any agreements governing purchase money Debt, Capital Lease
Obligations or any Permitted Asset-Backed Financing permitted by Section
5.04(a)(ii), (iv), (v) or (viii) (provided that, except in the case of the
Loan Documents, any prohibition or limitation shall only be effective
against the assets financed thereby), the Borrower shall not, and shall not
permit any of its Subsidiaries to, (a) agree to enter into or suffer to
exist or become effective any consensual encumbrance or restriction of any
kind on the ability of such Subsidiary to pay dividends or make any other
distribution or transfer of funds or assets or make loans or advances to or
other Investments in, or pay any Debt owed to, the Borrower or any other
Subsidiary of the Borrower or (b) enter into or suffer to exist or become
effective any agreement prohibiting or limiting the ability of the Borrower
or any Subsidiary to create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, to secure the Obligations, including any agreement requiring any
other Debt or Contractual Obligation to be equally and ratably secured with
the Obligations.
SECTION 2. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS FIRST
AMENDMENT
This First Amendment shall become effective as of the date hereof
(the "Effective Date"), and only when, each of the following conditions
precedent shall have been satisfied or duly waived by the Administrative Agent:
(a) Certain Documents. The Administrative Agent shall have
received each of the following, each dated the date hereof (unless otherwise
agreed by the Administrative Agent), in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Lender:
(1) this First Amendment, duly executed by Borrower, each
Guarantor, the Administrative Agent and Lenders constituting Required
Lenders;
(2) such additional documentation as the Administrative
Agent or the Lenders party hereto may reasonably require;
(b) Fees and Expenses Paid. The Borrower shall have paid all costs
and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this First Amendment (including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto) and all other costs, expenses and
fees then due under any Loan Document.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Administrative Agent and
each Lender that after giving effect to this First Amendment, each of the
representations and
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warranties set forth in Article IV (Representations and Warranties) of the
Credit Agreement is true and correct in all material respects on and as of the
Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date, and no Default or Event of Default has
occurred and is continuing.
SECTION 4. CONSENT OF GUARANTORS
Each Guarantor hereby consents to this First Amendment and agrees
that the terms hereof shall not affect in any way its obligations and
liabilities under the Loan Documents (as amended and otherwise expressly
modified hereby), all of which obligations and liabilities shall remain in full
force and effect and each of which is hereby reaffirmed (as amended and
otherwise expressly modified hereby).
SECTION 5. AUTHORIZATION.
The Lenders hereby acknowledge that this First Amendment is being
entered into in order to facilitate a Permitted Asset-Backed Financing, and that
pursuant to Section 2.3(iv) of the Collateral Sharing Agreement, the Collateral
Agent is authorized to release Liens on accounts, payment intangibles and
related collateral, to the extent such Collateral is sold or disposed of (or
intended to be sold or disposed of) pursuant to a Permitted Asset-Backed
Financing (provided, that the Net Cash Proceeds of such financing are applied to
the Obligations in accordance with Section 2.11(a) of the Credit Agreement), and
the Lenders hereby acknowledge the Collateral Agent's authority to release such
Collateral accordingly and to enter into such agreements with the creditors of
such Permitted Asset-Backed Financing in furtherance hereof as the Collateral
Agent deems advisable and on terms acceptable to it without further approval of
the Lenders.
SECTION 6. REFERENCE TO THE EFFECT ON THE LOAN DOCUMENTS
(a) Except as expressly amended hereby or specifically waived
above, all of the terms and provisions of the Credit Agreement and all other
Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The execution, delivery and effectiveness of this First
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Lenders, Issuers, Arranger or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose
except as expressly set forth herein.
(c) Upon the effectiveness of this First Amendment, on and after
the date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference in
the other Loan Documents to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby, and this First Amendment and the
Credit Agreement shall be read together and construed as a single instrument.
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SECTION 7. EXECUTION IN COUNTERPARTS
This First Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
SECTION 8. GOVERNING LAW
This First Amendment shall be construed in accordance with and
governed by the law of the State of New York.
SECTION 9. CAPTIONS
All Section headings are inserted for convenience of reference only
and shall not be used in any way to modify, limit, construe or otherwise affect
this First Amendment.
SECTION 10. NOTICES
All communications and notices hereunder shall be given as provided
in the Credit Agreement.
SECTION 11. SUCCESSORS
The terms of this First Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
SECTION 12. WAIVER OF JURY TRIAL
THE BORROWER, THE GUARANTORS, THE LENDERS, THE ADMINISTRATIVE AGENT
AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER LENDERS EACH HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS FIRST AMENDMENT OR ANY LOAN DOCUMENT. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. The Borrower, the
Lenders, the Administrative Agent and, by its acceptance of the benefits hereof,
other Lenders each (i) acknowledges that this waiver is a material inducement
for the Borrower, the Lenders and the Administrative Agent to enter into a
business relationship, that the Borrower, the Lenders and the Administrative
Agent have already relied on this waiver in entering into this First Amendment
or accepting the benefits thereof, as the case may be, and that each will
continue to rely on this waiver in their related future dealings and (ii)
further warrants and represents that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
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MODIFICATIONS TO THIS FIRST AMENDMENT. In the event of litigation, this First
Amendment may be filed as a written consent to a trial by the court.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their respective officers and members thereunto duly
authorized, as of the date first above written.
MASSEY ENERGY COMPANY, as Borrower
By: /s/ Baxter F. Phillips, Jr.
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Name: Baxter F. Phillips, Jr.
Title: Vice President
HOPKINS CREEK COAL COMPANY
JOBONER COAL COMPANY
RUSSELL FORK COAL COMPANY
T.C.H. COAL CO., as
Guarantors
By: /s/ Baxter F. Phillips, Jr.
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Name: Baxter F. Phillips, Jr.
Title: President
MASSEY COAL SERVICES, INC.
A.T. MASSEY COAL COMPANY, INC.
as Guarantors
By: /s/ Baxter F. Phillips, Jr.
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Name: Baxter F. Phillips, Jr.
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
APPALACHIAN CAPITAL MANAGEMENT CORP.
BIG SANDY VENTURE CAPITAL CORP.
BLUE RIDGE VENTURE CAPITAL CORP.
BLUESTONE VENTURE CAPITAL CORP.
CAPSTAN MINING COMPANY
CENTRAL PENN ENERGY COMPANY, INC.
CONTINUITY VENTURE CAPITAL CORP.
DRM CORPORATION
FEATS VENTURE CAPITAL CORP.
HADEN FARMS, INC.
MARSHALL VENTURE CAPITAL CORP.
MASSEY CAPITAL MANAGEMENT CORP.
MASSEY COAL CAPITAL CORP.
MASSEY COAL SALES COMPANY, INC.
MASSEY CONSULTING SERVICES, INC.
MASSEY NEW ERA CAPITAL CORP.
MENEFEE LAND COMPANY, INC.
MONONGAHELA VENTURE CAPITAL CORP.
NEW MARKET LAND COMPANY
NEW MASSEY CAPITAL CORP.
NEW RIVER CAPITAL COMPANY
PREFERRED MANAGEMENT CAPITAL CORP.
PROGRESSIVE VENTURE CAPITAL CORP.
RAWL SALES VENTURE CAPITAL CORP.
SCARLET DEVELOPMENT COMPANY
SHENANDOAH CAPITAL MANAGEMENT CORP.
SPM CAPITAL MANAGEMENT CORP.
SPROUSE CREEK VENTURE CAPITAL CORP.
ST. ALBANS CAPITAL MANAGEMENT CORP.
SUN COAL COMPANY, INC.,
as Guarantors
By: /s/ Stanley C. Suboleski
--------------------------------------
Name: Stanley C. Suboleski
Title: President
LAUREN LAND COMPANY
SC COAL CORPORATION
as Guarantors
By: /s/ Stanley C. Suboleski
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Name: Stanley C. Suboleski
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
GREYEAGLE COAL COMPANY
TENNESSEE CONSOLIDATED COAL COMPANY
TENNESSEE ENERGY CORP.
THUNDER MINING COMPANY
as Guarantors
By: /s/ Michael D. Bauersachs
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Name: Michael D. Bauersachs
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
ALEX ENERGY, INC.
GREEN VALLEY COAL COMPANY
MAJESTIC MINING, INC.
NICCO CORPORATION
PEERLESS EAGLE COAL CO.,
as Guarantors
By: /s/ David C. Hughart
--------------------------------------
Name: David C. Hughart
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
ARACOMA COAL COMPANY, INC.
LOGAN COUNTY MINE SERVICES, INC.,
as Guarantors
By: /s/ Dwayne Francisco
--------------------------------------
Name: Dwayne Francisco
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BANDMILL COAL CORPORATION
HIGHLAND MINING COMPANY,
as Guarantors
By: /s/ Eric D. Salyer
--------------------------------------
Name: Eric D. Salyer
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BANDYTOWN COAL CORPORATION
BIG BEAR MINING COMPANY
CABINAWA MINING COMPANY
DOUGLAS POCAHONTAS COAL CORPORATION
EAGLE ENERGY, INC.
ROBINSON-PHILLIPS COAL COMPANY
ROCKRIDGE COAL COMPANY
SHANNON-POCAHONTAS COAL CORPORATION
TOWN CREEK COAL COMPANY
WYOMAC COAL COMPANY, INC.,
as Guarantors
By: /s/ Lloyd C. Adams
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Name: Lloyd C. Adams
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BARNABUS LAND COMPANY
DEHUE COAL COMPANY,
as Guarantors
By: /s/ Harold Osborne
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Name: Harold Osborne
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BELFRY COAL CORPORATION
NEW RIDGE MINING COMPANY
SIDNEY COAL COMPANY, INC.,
as Guarantors
By: /s/ Sidney R. Young, III
--------------------------------------
Name: Sidney R. Young, III
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BLACK KING MINE DEVELOPMENT CO.
BOONE EAST DEVELOPMENT CO.
BOONE WEST DEVELOPMENT CO.
CENTRAL WEST VIRGINIA ENERGY COMPANY
CERES LAND COMPANY
DEMETER LAND COMPANY
LAXARE, INC.
RAVEN RESOURCES, INC.,
as Guarantors
By: /s/ R. Freal Mize
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Name: R. Freal Mize
Title: President
NEW RIVER ENERGY CORPORATION
as Guarantor
By: /s/ R. Freal Mize
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Name: R. Freal Mize
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
BEN CREEK COAL COMPANY,
as Guarantor
By: /s/ Bruce A. Johnson
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Name: Bruce A. Johnson
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
BOONE ENERGY COMPANY
MARFORK COAL COMPANY, INC.,
as Guarantors
By: /s/ Johnny R. Jones
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Name: Johnny R. Jones
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
CLEAR FORK COAL COMPANY
ELK RUN COAL COMPANY, INC.,
as Guarantors
By: /s/ Larry Ward
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Name: Larry Ward
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
CRYSTAL FUELS COMPANY,
as Guarantor
By: /s/ George E. Dotson
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Name: George E. Dotson
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
DELBARTON MINING COMPANY
SUPPORT MINING COMPANY,
as Guarantors
By: /s/ Andrew F. Ashurst
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Name: Andrew F. Ashurst
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
DUNCAN FORK COAL COMPANY
DUCHESS COAL COMPANY
HAZY RIDGE COAL COMPANY
JACKS BRANCH COAL COMPANY
LICK BRANCH COAL COMPANY
MINE MAINTENANCE, INC.
PETER CAVE MINING COMPANY
RUM CREEK SYNFUEL COMPANY
TRACE CREEK COAL COMPANY,
as Guarantors
By: /s/ Danny C. Cox
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Name: Danny C. Cox
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
FOOTHILLS COAL COMPANY,
as Guarantor
By: /s/ John Christopher Adkins
--------------------------------------
Name: John Christopher Adkins
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
KANAWHA ENERGY COMPANY,
as Guarantor
By: /s/ Randy Cunningham
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Name: Randy Cunningham
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
STIRRAT COAL COMPANY,
as Guarantor
By: /s/ Dwain Harris
--------------------------------------
Name: Dwain Harris
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
GOALS COAL COMPANY
WILLIAMS MOUNTAIN COAL COMPANY,
as Guarantors
By: /s/ Michael A. Milam
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Name: Michael A. Milam
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
INDEPENDENCE COAL COMPANY, INC.,
as Guarantor
By: /s/ Mark A. Clemens
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Name: Mark A. Clemens
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
KNOX CREEK COAL CORPORATION,
as Guarantor
By: /s/ David P. Kramer
--------------------------------------
Name: David P. Kramer
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
LONG FORK COAL COMPANY,
as Guarantor
By: /s/ Mitch McKinney
--------------------------------------
Name: Mitch McKinney
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
LYNN BRANCH COAL COMPANY, INC.
ROAD FORK DEVELOPMENT COMPANY, INC.
SPARTAN MINING COMPANY
STONE MINING COMPANY
SYCAMORE FUELS, INC.
VANTAGE MINING COMPANY,
as Guarantors
By: /s/ Michael G. Smith
--------------------------------------
Name: Michael G. Smith
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
MARTIN COUNTY COAL CORPORATION
PILGRIM MINING COMPANY, INC.,
as Guarantors
By: /s/ Hiram Mahon
--------------------------------------
Name: Hiram Mahon
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
NICHOLAS ENERGY COMPANY,
as Guarantor
By: /s/ Mike Snelling
--------------------------------------
Name: Mike Snelling
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
OMAR MINING COMPANY,
as Guarantor
By: /s/ Mitchell McKinley Kalos
--------------------------------------
Name: Mitchell McKinley Kalos
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
POWER MOUNTAIN COAL COMPANY,
as Guarantor
By: /s/ James S. Smith
--------------------------------------
Name: James S. Smith
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
RAWL SALES & PROCESSING CO.,
as Guarantor
By: /s/ Macs Hall
--------------------------------------
Name: Macs Hall
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
RUM CREEK COAL SALES, INC.,
as Guarantor
By: /s/ Richard Zigmond
--------------------------------------
Name: Richard Zigmond
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
PERFORMANCE COAL COMPANY,
as Guarantor
By: /s/ Bill M. Potter
--------------------------------------
Name: Bill M. Potter
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
WHITE BUCK COAL COMPANY,
as Guarantor
By: /s/ Larry M. Roop
--------------------------------------
Name: Larry M. Roop
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
M & B COAL COMPANY,
as Guarantor
BY: WYOMAC COAL COMPANY, INC.
By: /s/ Lloyd C. Adams
--------------------------------------
Name: Lloyd C. Adams
Title: President
M & B COAL COMPANY,
as Guarantor
BY: TOWN CREEK COAL COMPANY
By: /s/ Lloyd C. Adams
--------------------------------------
Name: Lloyd C. Adams
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
SHANNON-POCAHONTAS MINING CO.,
as Guarantor
BY: SHANNON POCAHONTAS COAL CORPORATION
By: /s/ Lloyd C. Adams
--------------------------------------
Name: Lloyd C. Adams
Title: President
SHANNON-POCAHONTAS MINING CO.,
as Guarantor
BY: OMAR MINING COMPANY
By: /s/ Mitchell McKinley Kalos
--------------------------------------
Name: Mitchell McKinley Kalos
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
SHANNON-POCAHONTAS MINING CO.,
as Guarantor
BY: SHANNON POCAHONTAS COAL CORPORATION
By: /s/ Lloyd C. Adams
--------------------------------------
Name: Lloyd C. Adams
Title: President
SHANNON-POCAHONTAS MINING CO.,
as Guarantor
BY: OMAR MINING COMPANY
By: /s/ Mitchell McKinley Kalos
--------------------------------------
Name: Mitchell McKinley Kalos
Title: President
Signature Page To Amended And Restated Massey Credit Agreement
CITICORP USA, INC., as Administrative
Agent and as a Lender
By: /s/ Raymond G. Dunning
--------------------------------------
Name: Raymond G. Dunning
Title: Managing Director
By: /s/ Daniel J. Miller
--------------------------------------
Name: Daniel J. Miller
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
PNC BANK, NATIONAL ASSOCIATION, as
Syndication Agent and as a Lender
By: /s/ Dale A. Stein
--------------------------------------
Name: Dale A. Stein
Title: Senior Vice President
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement
WACHOVIA BANK, NATIONAL ASSOCIATION, as
Documentation Agent and as a Lender
By: /s/ David L. Driggers
--------------------------------------
Name: David L. Driggers
Title: Managing Director
By: /s/ Fareed F. Ajani
--------------------------------------
Name: Fareed F. Ajani
Title: Associate
Signature Page To Amended And Restated Massey Credit Agreement
WESTLB AG, as a Lender
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement
BANK ONE, NA, as a Lender
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement
THE ROYAL BANK OF SCOTLAND PLC, as a
Lender
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement
BRANCH BANKING AND TRUST COMPANY, as a
Lender
By: /s/ James Stallings
--------------------------------------
Name: James Stallings
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
THE BANK OF NEW YORK, as a Lender
By: /s/ Raymond J. Palmer
--------------------------------------
Name: Raymond J. Palmer
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
DRESDNER BANK LATEINAMERIKA AG, as a
Lender
By: /s/ Michael Londono
--------------------------------------
Name: Michael Londono
Title: Assistant Vice President
By: /s/ Andreas Thomas
--------------------------------------
Name: Andreas Thomas
Title: Vice President
Signature Page To Amended And Restated Massey Credit Agreement
AUSTRALIA NEW ZEALAND BANKING GROUP
LIMITED, as a Lender
By: /s/ R. Scott McInnis
--------------------------------------
Name: R. Scott McInnis
Title: Head of Global Structured
Finance-Americas
Signature Page To Amended And Restated Massey Credit Agreement
MELLON BANK N.A., as a Lender
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement
BANK HAPOALIM, as a Lender
By:
--------------------------------------
Name:
Title:
Signature Page To Amended And Restated Massey Credit Agreement