Attached files
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| EX-10.1 - AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT - James River Coal CO | jrcc_8k-ex1001.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
|
Date
of Report (Date of earliest event reported)
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January
28, 2010
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JAMES
RIVER COAL COMPANY
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(Exact
Name of Registrant as Specified in
Charter)
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Virginia
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000-51129
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54-1602012
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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901
E. Byrd Street, Suite 1600, Richmond, Virginia
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23219
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(804)
780-3000
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL AGREEMENT
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New
Revolving Credit Agreement
On
January 28, 2010, James River Coal Company (the “Company”) entered
into an Amended and Restated Revolving Credit Agreement by and among the
Company, certain of its subsidiaries, the lenders party thereto, and General
Electric Capital Corporation, as Administrative Agent and Collateral Agent, with
GE Capital Markets, Inc. and UBS Securities LLC having acted as Joint Lead
Arrangers and Joint Bookrunners (the “New Revolving Credit
Agreement”). The New Revolving Credit Agreement supersedes and
replaces the Revolving Credit Agreement, originally dated as of February 26,
2007, and amended several times thereafter, entered into among the Company,
certain of its subsidiaries, the lenders parties thereto, 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
(the “Original
Revolving Credit Agreement”). The Company intends to utilize
the loans and letters of credit available to it and its subsidiaries under the
New Revolving Credit Agreement to (i) replace the existing letters of credit
issued for its account under the Term Credit Agreement described below and (ii)
provide for the on-going working capital needs and other general corporate
purposes of the Company and its subsidiaries.
The New
Revolving Credit Agreement provides for a revolving line of credit of up to
$65,000,000 including a $65,000,000 letter of credit subfacility (collectively,
the “New Revolving
Credit Facility”). The aggregate amount of loans and letters
of credit that may be obtained by the Company and its subsidiaries at any time
under the New Revolving Credit Facility is limited to an amount equal to the
lesser of (i) $65,000,000 and (ii) the amount of the Borrowing Base (as defined
in the New Revolving Credit Agreement).
The New
Revolving Credit Facility ranks pari passu in right of
payment with the obligations of the Company and its subsidiaries under the term
loan letter of credit facility provided under the Term Credit Agreement,
originally dated as of February 26, 2007, and amended several times thereafter,
entered into among the Company, certain of its subsidiaries, the lenders party
thereto, Morgan Stanley Senior Funding, Inc. as Administrative Agent, Sole
Bookrunner and Lead Arranger, and Morgan Stanley & Co. Incorporated as
Collateral Agent (the “Term Credit
Agreement”). The Company intends to use the letters of credit
issued for its account under the New Revolving Credit Agreement to replace the
existing letters of credit issued for its account under the Term Credit
Agreement and the Company intends to terminate the Term Credit Agreement when
all of such existing Term Credit Agreement letters of credit have been so
replaced.
The New
Revolving Credit Facility will terminate on February 26, 2012, and no additional
loans or letters of credit may be obtained by the Company and its subsidiaries
under the New Revolving Credit Facility on or after that date and all
obligations of the Company and its subsidiaries under the New Revolving Credit
Facility shall mature and be payable on such date.
Loans
under the New Revolving Credit Facility will bear interest, at the Company’s
option, at a rate per annum equal to either (a) the sum of the Base Rate
(defined as the higher of (1) the Prime Rate, (2) the Federal Funds Rate
plus three percentage points, and (3) the three-month LIBOR Rate plus one
percentage point) plus 3.00% per annum or (b) the sum of the LIBOR Rate (defined
as the higher of (1) the one-, two- or three-month LIBOR Rate as selected
by the Company or (2) the three-month LIBOR Rate) plus 4.00% per
annum. Accrued interest on each loan under the New Revolving Credit
Facility bearing interest based on the Base Rate shall be payable monthly in
arrears and accrued interest on each loan under the New Revolving Credit
Facility bearing interest based on the LIBOR Rate shall be payable at the end of
such loan’s one-, two- or three-month interest period.
The
Company will pay a letter of credit fee under the New Revolving Credit Facility
at a rate per annum equal to 4.25% times the undrawn amount of each outstanding
letter of credit issued under the New Revolving Credit Facility, which fee shall
be payable monthly in arrears as well as upon the expiration of such letter of
credit and the termination of the Revolving Credit Facility.
The
Company will pay a commitment fee under the New Revolving Credit Agreement at a
rate per annum equal to 0.50% times the unused amount of the Revolving Credit
Facility, which fee shall be payable monthly in arrears as well as upon the
termination of the Revolving Credit Facility.
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After an
event of default, all obligations of the Company and its subsidiaries under the
New Revolving Credit Facility will bear interest (and letter of credit fees will
accrue) at the otherwise applicable rate plus an additional 2.00% per
annum.
The New
Revolving Credit Agreement contains such representations and warranties and such
financial, affirmative and negative covenants by the Company and its
subsidiaries as are usual and customary for credit agreements of such kind,
including, without limitation, limitations on capital expenditures that may be
made in any fiscal year (other than those mandated by law or by governmental
regulation, directive, guideline or decision).
In
addition, the New Revolving Credit Agreement contains a covenant requiring the
Company and its subsidiaries to have a specified minimum Consolidated EBITDA (as
defined in the New Revolving Credit Agreement) for each measurement period of
four consecutive fiscal quarters as well as a covenant prohibiting the Company
and its subsidiaries from exceeding a specified Leverage Ratio (as
defined in the New Revolving Credit Agreement) for each measurement period of
four consecutive fiscal quarters, but such minimum Consolidated EBITDA and
maximum Leverage Ratio covenants only will apply when the unrestricted domestic
cash of the Company and its subsidiaries drops below $75,000,000 and will
continue to apply until the unrestricted domestic cash of the Company and its
Subsidiaries exceeds $75,000,000 for 90 consecutive days. Such
unrestricted domestic cash of the Company and its Subsidiaries was in excess of
$75,000,000 as of January 31, 2010.
The New
Revolving Credit Agreement include such events of default (and, as appropriate,
grace periods) and representations and warranties as are usual and customary for
credit agreements of such kind.
The
Company has paid customary closing, amendment and arrangement fees
upon the closing of the New Revolving Credit Agreement and will also pay
collateral monitoring and other fees customary for transactions of this
type.
The
description of the New Revolving Credit Agreement set forth above is a summary
and is not meant to be a complete description of the New Revolving Credit
Agreement. The description of the New Revolving Credit Agreement set
forth above is qualified by reference to the New Revolving Credit Agreement
filed herewith as Exhibit 10.1 and incorporated herein by
reference. The New Revolving Credit Agreement has been included to
provide information regarding its terms, however it is not intended to provide
any other factual or disclosure information about the Company. Any
representations and warranties of a party set forth in the New Revolving Credit
Agreement (including all exhibits and schedules thereto) have been made solely
for the benefit of the other party to the agreement. Some of the
representations and warranties were made only as of the date of the New
Revolving Credit Agreement or such other date as specified in the New Revolving
Credit Agreement, may be subject to a contractual standard of materiality
different from what may be viewed as material to stockholders, or may have been
used for the purpose of allocating risk between the parties rather than
establishing matters as facts.
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ITEM
1.02
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TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
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The
information required by Item 1.02 relating to the termination of the Original
Revolving Credit Agreement is contained in Item 1.01 of this Current Report on
Form 8-K and is incorporated herein by reference.
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT
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The
information required by Item 2.03 relating to the New Revolving Credit
Agreement is contained in Item 1.01 of this Current Report on Form 8-K and is
incorporated herein by reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Amended
and Restated 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
thereto from time to time, as Guarantors, the Lenders party thereto from
time to time, and General Electric Capital Corporation, as Administrative
Agent and Collateral Agent, GE Capital Markets, Inc., and UBS Securities
LLC, as Joint Lead Arrangers and Joint Bookrunners, and UBS Securities
LLC, as Documentation Agent, dated as of January 28,
2010
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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JAMES
RIVER COAL COMPANY
(Registrant)
By: /s/ Samuel
M. Hopkins II
Samuel
M. Hopkins II
Vice
President and Chief Accounting
Officer
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Date: February
3, 2010
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