JAMES RIVER COAL COMPANY and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
INDENTURE, dated as of March 29, 2011, between JAMES RIVER COAL COMPANY, a Virginia corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the United States, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 3.125% Convertible Senior Notes due 2018 (the “Securities”).
REGISTRATION RIGHTS AGREEMENT Dated as of March 29, 2011 Between JAMES RIVER ESCROW INC., andRegistration Rights Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 29, 2011 (the “Issue Date”), among JAMES RIVER ESCROW INC., a Delaware corporation (the “Escrow Issuer”) and a wholly owned subsidiary of James River Coal Company (“Parent”) and DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule A to the Purchase Agreement (as defined below).
JAMES RIVER COAL COMPANY $200,000,000 Principal Amount 3.125% Convertible Senior Notes due 2018 PURCHASE AGREEMENTPurchase Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
This opinion is for the benefit of the Initial Purchasers in connection with the transaction contemplated thereby and may not be relied upon by any other person or in any other context without my prior written consent. This opinion is delivered as of the date hereof, and I disclaim any undertaking to update this opinion.
ESCROW AGREEMENT among JAMES RIVER ESCROW INC., as Escrow Agent and Trustee, and solely with respect to Sections 1(a)(ii), 5 and 10 of this Agreement, JAMES RIVER COAL COMPANY Dated as of March 29, 2011 ACCOUNT NUMBER: 146509001 SHORT TITLE OF...Escrow Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
THIS ESCROW AGREEMENT is dated as of March 29, 2011 (this “Agreement”), by and among U.S. BANK NATIONAL ASSOCIATION acting in its capacities as the escrow agent hereunder (in such capacity, “Escrow Agent”) and as trustee of the Notes (as defined below) pursuant to the Indenture (as defined below) (in such capacity, the “Trustee”), JAMES RIVER ESCROW INC., a Delaware corporation (the “Company”) and, solely with respect to Sections 1(a)(ii), 5 and 10 hereof, JAMES RIVER COAL COMPANY, a Virginia corporation and the ultimate parent of the Company (“Parent”).
6,650,000 Shares JAMES RIVER COAL COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
James River Coal Company, a Virginia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 6,650,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 997,500 shares of its common stock, par value $0.01 per share, of the Company (the “Additional Shares”), if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the issuance and sale contemplated hereby are hereinafter referred to as the “Com
JAMES RIVER ESCROW INC. $275,000,000 Principal Amount 7.875% Senior Notes due 2019 PURCHASE AGREEMENTPurchase Agreement • March 29th, 2011 • James River Coal CO • Bituminous coal & lignite surface mining • New York
I, Samuel M. Hopkins, II, Chief Accounting Officer of James River Coal Company, a Virginia corporation (the “Company”), on behalf of the Issuer and the Company, do hereby certify pursuant to Section 7(h) of that certain Purchase Agreement dated March 24, 2011 (the “Purchase Agreement”) by and among the Issuer, the Initial Purchasers named therein and, solely with respect to certain provisions therein, the Company, that as of March , 2011:
