IN RE: PEN HOLDINGS, INC., PEN COAL CORPORATION, THE ELK HORN COAL CORPORATION, RIVER MARINE TERMINALS, INC., PEN LAND COMPANY, and MARINE TERMINALS INCORPORATED, Chapter 11, Debtors

Case No. 302-00979, Jointly AdministeredUnited States Bankruptcy Court, M.D. Tennessee
January 6, 2004

Randal S. Mashburn, BAKER, DONELSON, BEARMAN CALDWELL
BERKOWITZ, Tennessee; Charles R. Gibbs, Keith Miles Aurzada, AKIN, GUMP, STRAUSS, HAUER FELD, LLP, Texas, for Unsecured Creditors’ Committee

AGREED ORDER RESOLVING THE OBJECTION OF THE UNITED STATES TRUSTEE AND GRANTING THE FINAL APPLICATION OF BENEDETTO, GARTLAND COMPANY AND VULCAN CAPITAL MANAGEMENT, TECHNICAL/FINANCIAL ADVISORS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR FINAL ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE PERIOD FROM SEPTEMBER 9, 2002 THROUGH SEPTEMBER 30. 2003
KEITH LUNDIN, Bankruptcy Judge

Upon consideration of Benedetto, Gartland Company and Vulcan Capital Management’s (“Committee Advisors”) Final Application for Allowance of Compensation and Reimbursement of Expenses from September 9, 2002 through September 30, 2003 by Benedetto, Gartland Company and Vulcan Capital Management, Technical/Financial Advisors for the Official Committee of Unsecured Creditors (the “Final Application”) and it appearing that the Court has jurisdiction; and it being apparent that appropriate notice of the Final Application having been given to the office of the United States Trustee and other parties pursuant to this Court’s prior orders with respect to notice and motion procedures; and it also appearing that the U.S. Trustee’s objection to the Final Application is resolved by the terms set forth herein; and sufficient cause appearing, therefore, it is:

Page 2

1. ORDERED that the Committee Advisor’s Final Application is hereby modified to reflect a reduction of $40,594.15 in expenses to satisfy concerns raised in the objection filed by the U.S. Trustee.

2. ORDERED that the Committee Advisor’s Final Application is granted and fees and expenses are hereby approved and allowed in the amount of $832,548,89 (reflecting a reduction of $40,594.15 from the $873,143.04 originally requested). This also constitutes final approval of its prior interim fee awards.