COMMITTED LETTER OF CREDIT ISSUANCE AND REIMBURSEMENT AGREEMENT

standard) shall be disregarded and such determination shall be made as if such election had not been made.

developments in its business or financial position not related to this Agreement, Issuer shall, in determining the amount necessary to compensate it under this Section 5, attempt in good faith to take account of the relative contributions of such obligations hereunder and such other developments or change in its financial position to such reduction.  A certificate of Issuer setting forth in reasonable detail the basis for determining such amounts necessary to compensate Issuer shall be delivered to Applicant and shall be conclusively presumed to be correct save for manifest error.  Applicant shall pay Issuer the amount shown as due on any such certificate within five (5) Business Days after receipt thereof.

times reasonably requested by Applicant such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)  of the Code) and such additional documentation reasonably requested by Applicant as may be necessary for Applicant to comply with its obligations under FATCA and to determine that Issuer has complied with Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

7.           Indemnification.  Applicant hereby indemnifies and holds harmless Issuer and its Affiliates, officers, directors, employees, attorneys and agents (each, an “Indemnified Party”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable and documented attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs but excluding any Taxes the indemnification of which is provided for in Section 6) (collectively, the “Indemnified Liabilities”) incurred by any Indemnified

Party in connection with or as a result of (i) the preparation, execution and delivery of this Agreement or any agreement or instrument executed in connection herewith, whenever the same shall be executed and delivered, including without limitation reasonable and documented out-of-pocket due diligence expenses, (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by an Indemnified Party relating to this Agreement or any other agreement or instrument executed in connection herewith, including without limitation reasonable and documented fees and disbursements of counsel representing an Indemnified Party, (iii) any Credit or the use of the proceeds therefrom (including any refusal by Issuer to honor a demand for payment under a Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Credit), (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnified Party is a party thereto and whether or not any of the transactions contemplated hereunder is consummated, and in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party, except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct as determined by a final and non-appealable decision of a court of competent jurisdiction, and (v) the enforcement of any rights and remedies of the Indemnified Parties under the Agreement, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Indemnified Parties hereunder or in connection with the Agreement or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, Applicant hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, in the case of any claim, litigation, investigation or other proceeding to which the indemnity in this Section 7 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a third party, Applicant or Issuer. Applicant will pay within three (3) Business Days of demand all amounts owing under this Section 7.

(iii)           the existence of any claim, set-off, defense or other right that Applicant may have at any time against any Beneficiary or any transferee of any Credit (or any Person for whom any such Beneficiary or any such transferee may be acting), Issuer, or any other Person, whether in connection with this Agreement, the transactions contemplated by the L/C Related Documents or any unrelated transaction;

being untrue or inaccurate in any respect other than if such payment resulted from the gross negligence or willful misconduct of Issuer;

(iii)           this sentence shall establish the standard of care to be exercised by Issuer when determining whether drafts and other documents presented under a Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent with the foregoing).  Issuer shall provide notice to Applicant prior to utilizing any correspondent bank which is not an affiliate of Issuer.  The parties hereby agree that actions taken by a correspondent of Issuer in accordance with the provisions of this Agreement shall be binding upon the Applicant.

(b)             Applicant is responsible for preparing or approving the text of any Credit.  Applicant’s ultimate responsibility for the final text shall not be affected by any assistance Issuer may provide, such as drafting or recommending text, or by Issuer’s use or refusal to use text submitted by Applicant.  Applicant acknowledges that Applicant has been represented by legal counsel of its choice in connection with the execution and delivery of this Agreement, that Issuer does not represent or warrant that any Credit will satisfy Applicant’s requirements or intentions, and that Applicant is responsible for the suitability of any Credit for Applicant’s purposes.  As between Applicant and Issuer, Applicant assumes all risk for the acts or omissions of beneficiaries of Credits.

Availability Period and (ii) permit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Auto-Extension Letter of Credit) by giving prior notice to the Beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Auto-Extension Letter of Credit is issued.  Applicant consents to the automatic renewal of each Auto-Extension Letter of Credit in accordance with its terms, provided that Applicant shall have the right to request that Issuer not renew any such Auto-Extension Letter of Credit in accordance with the Application relating thereto upon not less than three (3) Business Days prior written notice from Applicant with respect thereto, provided that upon receipt of such notice from Applicant, Issuer is able to provide notice of non-renewal, under the terms of the Letter of Credit.

copy of (A) the articles of incorporation or comparable organizational documents, if any, of Applicant and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in Applicant’s jurisdiction of incorporation, (B) the bylaws or comparable organizational documents, if any, of Applicant as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors or comparable governing body of Applicant authorizing, as applicable, the issuance contemplated hereunder and the execution, delivery and performance of this Agreement, and (D) each certificate required to be delivered pursuant to Section 13(a)(ii)(3).

(vi)           Litigation.  Except as set forth in the Current SEC Reports, as of the date hereof, there shall be no actions, suits or proceedings pending or, to the knowledge of a Responsible Officer, threatened  (i) with respect to this Agreement or (ii) which Issuer shall reasonably determine would have a Material Adverse Effect.

so to qualify would not have a Material Adverse Effect; and  (d) has all Governmental Approvals required by any Applicable Law for it to conduct its business, except where the failure to have such Governmental Approvals would not have a Material Adverse Effect.

carry on its business as now conducted, (ii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not have a Material Adverse Effect and  (iii) has all Governmental Approvals required by any Applicable Law for it to conduct its business, except where the failure to have such Governmental Approvals would not have a Material Adverse Effect.

Affiliate.  No Reportable Event has occurred with respect to any Pension Plan, except for Reportable Events that would not have a Material Adverse Effect.  No accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code (whether or not waived) exists with respect to any Pension Plan, nor does any lien under Section 302 of ERISA or Section  412 of the Code exist with respect to any Pension Plan.

(m)             Investment Company Act.  Neither Applicant nor any Subsidiary is or is required to be registered as an “investment company” within the meaning of Section 3(a) of the Investment Company Act of 1940.

(o)             Compliance with Law.  Applicant has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Law with any Governmental Authority, has retained all material records and documents required to be retained by it under all Applicable Law, and is otherwise in compliance with all Applicable Law in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, would not have a Material Adverse Effect.

(r)             Survival of Representations and Warranties. Etc.  All representations and warranties set forth in this Section 14 and all representations and warranties contained in any certificate related hereto, or any of the other L/C Related Documents (including but not limited to any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement.  All representations and warranties made under this Section 14 shall be made or deemed to be made at and as of the date hereof, shall survive and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of Issuer or the issuance of any Credit.

15.          Financial Information and Notices.  Until all Obligations have been paid and satisfied in full, unless consent has been obtained in the manner set forth in Section 24, Applicant will:

(i)           Financial Statements.  Furnish or cause to be furnished to the Issuer at its address as set forth in Section 22(b), or such other office as may be designated in writing by Issuer from time to time:

(1)           annually, as soon as available, but in any event no later than ninety (90) days after the last day of each Fiscal Year, a consolidated balance sheet of Applicant and its Subsidiaries, as at such last day of such Fiscal Year, and consolidated statements of income, comprehensive income, shareholders’ equity and cash flow for Applicant and its Subsidiaries for such Fiscal Year, each prepared in accordance with GAAP, in reasonable detail, and audited by KPMG LLP or any other firm of independent certified public accountants of recognized national standing and whose opinion shall not be qualified with respect to scope limitations imposed by Applicant or any Subsidiary, the status of Applicant and its Subsidiaries as a going concern or the accounting principles followed by Applicant or any Subsidiary not in accordance with GAAP;

(2)           as soon as available, but in any event no later than sixty (60) days after the end of each of the first three (3) fiscal quarterly periods of each Fiscal Year, a consolidated balance sheet of Applicant and its Subsidiaries as at the last day of such fiscal quarter and consolidated statements of income, shareholders’ equity and cash flows for Applicant and its Subsidiaries for such fiscal quarter, and for the then current Fiscal Year through the end of such fiscal quarter, prepared in accordance with GAAP (except for omission of notes and subject to year-end adjustments);

Leverage Ratio and Interest Coverage Ratio, and compliance with the covenants set forth in Sections 17(b)(xviii), 17(i), 17(j)(xvi) and 17(k) hereof, in each case, by reasonably detailed calculation thereof, as of the last day of the fiscal period to which such financial statements relate;

(vi)           Notice of Environmental Matters.  Furnish, and cause each Restricted Subsidiary to furnish, to Issuer, as soon as reasonably practicable after receipt by Applicant or any Restricted Subsidiary, a copy of any written notice or claim to the effect that Applicant or any Restricted Subsidiary is liable to any Person as a result of the presence or release of any Hazardous Material which claim would have a Material Adverse Effect.

good faith and by proper proceedings and against which it is maintaining adequate reserves in accordance with GAAP or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

(viii)           Liens on the property or assets of Applicant or any Restricted Subsidiary securing Debt which is incurred to finance the acquisition, construction or improvement on such property or assets, provided that (A) each such Lien shall be created simultaneously with, or within twelve (12) months after, the acquisition (or the completion of the construction or improvement) of the related property or assets; (B) each such Lien does not at any time encumber any property other than the related property or assets financed by such Debt;  (C) the principal amount of Debt secured by each such Lien is not increased; and (D) the principal amount of Debt secured by each such Lien shall at no time exceed 100% of the original purchase price of such related property or assets at the time acquired and the costs of any such construction or improvements on such property or assets, as applicable;

(xviii)        In addition to any Lien permitted by clauses (i) through (xvii), immediately after giving effect to any concurrent repayment of secured Debt, Liens securing Debt of Applicant or any Restricted Subsidiary so long as the sum of (A) the aggregate principal amount of all such secured Debt plus (B) the aggregate amount of Consolidated Lease Rentals (excluding Consolidated Lease Rentals under Leases in effect as of December 31, 2010 (and any renewal, extension or replacement thereof) and Leases with respect to property not owned by Applicant on such date), discounted to present value at ten percent (10%), compounded annually, arising out of all Sale and 

Leaseback Transactions to which Applicant or any of its Restricted Subsidiaries is then a party (including Sale and Leaseback Transactions, if any, entered into pursuant to Section 17(i)), does not exceed fifteen percent (15%) of Consolidated Net Worth; provided that the sale or transfer of (x) coal, oil, gas or other minerals in place for a period of time until, or in an amount such that, the transferee will realize therefrom a specified amount of money (however determined) or a specified amount of such coal or other minerals or (y) any other interest in property of the character commonly referred to as a “production payment” shall not be deemed to constitute Debt secured by a Lien.

(C)     in the case of a liquidation, winding-up or dissolution, any Restricted Subsidiary may liquidate, wind-up or dissolve itself pursuant to any Debtor Relief Laws or otherwise (but Applicant shall not liquidate, wind-up or dissolve for any reason whatsoever); and

any Credit, the use of the proceeds thereof or the other transactions contemplated hereby violating Regulation T, U or  X.

(i)           Terminate, or permit any of its ERISA Affiliates to terminate, any Pension Plan under circumstances which would reasonably result in a material liability of Applicant or any ERISA Affiliate to the PBGC, or permit to exist the occurrence of any Reportable Event or any other event or condition which presents a material risk of such a termination by the PBGC;

aggregate principal amount of all Debt of Applicant or any Restricted Subsidiary secured by Liens incurred in reliance on Section 17(b)(xviii), would exceed ten percent (10%) of Consolidated Net Worth.

(i)            cash and Cash Equivalents;

 

(ii)           current assets generated in the ordinary course of business;

 

(iii)           accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

 

(iv)           Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the ordinary course of business) from bankrupt obligors;

 

(v)           advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;

 

(vi)          advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding;

 

(vii)         advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan;

 

(viii)         loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock;

 

(ix)          Investments or Support Obligations by Applicant and its Restricted Subsidiaries existing on the date hereof;

 

(x)           Investments by Applicant or its Restricted Subsidiaries in Applicant or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 17(h));

 

(xi)           Support Obligations of Applicant or its Restricted Subsidiaries for the benefit of Applicant or any other Subsidiary;

 

(xii)           acquisitions permitted by Section 17(h) and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 17(c);

 

(xiii)           Investments in connection with the management of Pension Plans and other benefit plans of Applicant and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust);

 

(xiv)           Hedging Agreements permitted by Section 17(f);

(xv)           advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 17(c); and

 

(xvi)           Investments of a nature not contemplated in the foregoing subsections (i) through (xv) in an aggregate amount not to exceed ten percent (10%) of Consolidated Net Worth as of the end of the Fiscal Year most recently ended for which audited financial statements are available.

(h)             Voluntary Bankruptcy Proceeding.  Applicant shall (i) commence a voluntary case under any Debtor Relief Laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such Debtor Relief Laws, (iv) apply for or

consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

(m)             Debt Cross-Default.  Applicant or any Restricted Subsidiary shall  (i) default in the payment when due, beyond any grace period permitted from time to time, of any Debt (other than Debt incurred by Applicant under this Agreement) heretofore or hereafter issued, assumed, guaranteed, contracted or incurred by it, and the aggregate amount of such Debt equals or exceeds $25,000,000 (or equivalent), (ii) default in the performance or observance of any other covenant or provision of any agreement or instrument under or by which any Debt (other than Debt incurred by Applicant under this Agreement) is created, evidenced or secured, if the effect of such default pursuant to this clause (ii) is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on its or their behalf) to cause, and such holder or holders (or a trustee or agent on its or their behalf) does cause, such Debt to become due prior to its stated maturity, and the aggregate amount of the Debt the maturity of which is so accelerated pursuant to this clause (ii) equals or exceeds $25,000,000 (or equivalent), or (iii) be required to prepay, repurchase, defease or redeem any Debt (other than (A) Debt incurred by Applicant under this Agreement, (B) the redemption of any preferred stock classified as Debt pursuant to any mandatory redemption provision, and (C) any conversion of Debt (including preferred stock classified as Debt) to capital stock pursuant to any conversion right or option) prior to the maturity thereof other than by regularly scheduled principal payments if the aggregate amount of such Debt which is required to be prepaid, repurchased, defeased or redeemed equals or exceeds $25,000,000.

property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, Applicant hereby expressly and irrevocably waives, to the extent permitted by law, any such immunity and agrees not to assert any such right or claim in any such proceeding, whether in the United States, Applicant’s domicile or elsewhere.

(d)             In addition to Section 14, Applicant represents and warrants that: (i) it acts for itself or for one of its Restricted Subsidiaries and for no other Person in requesting issuance of any Credit for its accounts; (ii) it may be identified in any Credit as the “applicant”, “account party”, or “customer” at whose request and for whose account such Credit is issued; (iii) it alone has standing to enforce this Agreement against Issuer or to otherwise assert the rights and remedies of an applicant, including to sue for an injunction against honor of any Credit and (iv) it shall be liable to Issuer for all Obligations hereunder regardless of whether or not any Credit is issued for the account of a Restricted Subsidiary of Applicant.

23.           Successors and Assigns; Etc.  This Agreement shall be binding upon Applicant and its successors and assigns once it is signed by Applicant, and shall inure to the benefit of and be enforceable by Issuer and its successors and permitted assigns, whether or not Issuer issues any Credits for Applicant.  Applicant agrees that delivery of a signed copy of this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original of this Agreement.  Applicant shall not transfer or otherwise assign any of its rights or obligations under this Agreement without Issuer’s prior written consent, which may be provided in Issuer’s sole and absolute discretion.  Issuer may assign its rights and obligations under this Agreement or any Credit, in whole or in part upon prior written notice to Applicant and with Applicant’s prior written consent (such consent not to be unreasonably withheld); provided, however, that no consent of Applicant shall be required for an assignment (1) to an Affiliate of Issuer or (2) if an Event of Default has occurred and is continuing.  Applicant may continue to deal solely and directly with Issuer in connection with the rights and obligations so assigned until payments instructions, addresses and related information with respect to such assignee have been given to Applicant by Issuer and assignee.  This Agreement shall not be construed to confer any right or benefit upon any Person other than Issuer, the Indemnified Parties and Applicant and their respective successors and permitted assigns.

(c)             Applicant agrees that nothing in this Agreement shall affect Issuer’s right to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Applicant in any other jurisdiction.

from Moody’s is at least P-2 or the equivalent thereof (any such bank, trust company or Affiliate thereof being an ”Approved Institution”), in each case with maturities of not more than 270 days from the date of acquisition, (d) commercial paper and variable or fixed rate notes issued by any Approved Institution (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or similar ratings by successor rating agencies) or better by S&P or P-2 (or similar ratings by successor rating agencies) or better by Moody’s and maturing within six months of the date of acquisition, (e) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (f) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by Approved Institutions, (g) obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities, rated at least A, MIG-1 or MIG-2 by Moody’s or at least A by S&P (or similar ratings by successor rating agencies), (h) unrated obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities, supported by irrevocable letters of credit issued by Approved Institutions, or (i) unrated general obligations of states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities, provided that the issuer has other outstanding general obligations rated at least A, MIG-1 or MIG-2 by Moody’s or A by S&P (or similar ratings by successor rating agencies).

a consolidated basis in accordance with GAAP after giving appropriate effect to any outside minority interests in the Restricted Subsidiaries.

market value of the property which is subject to the Lien, (d) all Support Obligations of such Person with respect to Debt of others, (e) the principal portion of all obligations of such Person under Capital Leases, (f) the maximum amount of all drafts drawn under standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person (to the extent unreimbursed), and (g) the outstanding attributed principal amount under any asset securitization program of such Person.  The Debt of any Person shall include the Debt of any partnership or joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for payment of such Debt.

such transactions received by Issuer from three federal funds brokers of recognized standing selected by it.

master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

Consolidated Lease Rentals under non-cancellable Leases entered into by Applicant or any of its Subsidiaries, discounted to such December 31 to present value at 10% and net of aggregate minimum non-cancellable sublease rentals, determined on a basis consistent with Note 14 to Applicant’s consolidated financial statements at and for the period ended December 31, 2010, included in Applicant’s 2010 annual report to shareholders, exceeds (B) $400,000,000, to (b) the sum of (i) the amount determined pursuant to clause (a) plus (ii) Consolidated Net Worth as of such date.