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Loan Agreement - Peninsula Ports Authority of Virginia and Dominion Terminal Associates

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                                 LOAN AGREEMENT


                                     between


                      PENINSULA PORTS AUTHORITY OF VIRGINIA



                                       and



                          DOMINION TERMINAL ASSOCIATES




                                September 1, 2003

                      -------------------------------------

                                   $43,160,000

                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

                     --------------------------------------




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<PAGE>


                                TABLE OF CONTENTS





 
ARTICLE I             DEFINITIONS................................................................................1

ARTICLE II            REPRESENTATIONS............................................................................1

         Section 2.1           Representations of Issuer.........................................................2

         Section 2.2           Representations of Company........................................................3

ARTICLE III           COMPLETION OF THE PROJECT..................................................................4

         Section 3.1           Project Complete..................................................................4

         Section 3.2           Project Use.......................................................................4

         Section 3.3           Operation of Project..............................................................4

ARTICLE IV            ISSUANCE OF BONDS..........................................................................4

         Section 4.1           Issuance of Bonds.................................................................4

ARTICLE V             REPAYMENT OF LOAN..........................................................................4

         Section 5.1           Repayment of Loan and Payment of Purchase Price of Bonds..........................5

         Section 5.2           Additional Payments...............................................................5

         Section 5.3           Prepayments.......................................................................6

         Section 5.4           Assignment of Throughput Payments.................................................6

         Section 5.5           Obligations of Company Unconditional..............................................6

ARTICLE VI            OTHER COMPANY AGREEMENTS...................................................................6

         Section 6.1           Maintenance of Existence..........................................................6

         Section 6.2           Payment of Taxes..................................................................7

         Section 6.3           Arbitrage.........................................................................7

         Section 6.4           Company's Obligation with Respect to Tax Exemption of
                               Interest Paid on the Bonds........................................................7

         Section 6.5           Issuer Fees and Expenses..........................................................8

ARTICLE VII           NO RECOURSE TO ISSUER; INDEMNIFICATION.....................................................8

         Section 7.1           No Recourse to Issuer.............................................................8

         Section 7.2           Indemnification...................................................................8

ARTICLE VIII          ASSIGNMENT.................................................................................9

         Section 8.1           Assignment by Company.............................................................9

         Section 8.2           Assignment by Issuer..............................................................9



                                      -i-

<PAGE>





 

ARTICLE IX            DEFAULTS AND REMEDIES......................................................................9

         Section 9.1           Remedies on Default...............................................................9

         Section 9.2           Delay Not Waiver; Remedies........................................................9

         Section 9.3           Attorneys' Fees and Expenses......................................................9

ARTICLE X             MISCELLANEOUS.............................................................................10

         Section 10.1          Notices..........................................................................10

         Section 10.2          Binding Effect...................................................................10

         Section 10.3          Severability.....................................................................10

         Section 10.4          Amendments.......................................................................10

         Section 10.5          Right of Company To Perform Issuer's Agreements..................................10

         Section 10.6          Applicable Law...................................................................10

         Section 10.7          Captions; References to Sections.................................................10

         Section 10.8          Complete Agreement...............................................................10

         Section 10.9          Termination......................................................................10

         Section 10.10         Counterparts.....................................................................11

         Section 10.11         Limitation of Liability..........................................................11

         Section 10.12         Limited Nature of Company's Obligations; Pittston Terminal's
                               Liability for Obligations of the Company; Certain Decisions
                               Regarding the Bonds..............................................................11


EXHIBIT A                      Description of the Facilities...................................................A-1




                                      -ii-
<PAGE>



                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of September 1, 2003, is entered into between
PENINSULA  PORTS  AUTHORITY OF  VIRGINIA,  a body  politic and  corporate  and a
political  subdivision  of the  Commonwealth  of Virginia  (the  "Issuer"),  and
DOMINION TERMINAL ASSOCIATES, a Virginia general partnership (the "Company").

     Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia,
as amended and supplemented (the "Act"),  authorizes the Issuer to issue revenue
bonds for any of its purposes and to issue bonds to refund such revenue bonds.

     The  Issuer  proposes  to  issue  its  $43,160,000  Coal  Terminal  Revenue
Refunding Bonds (Dominion  Terminal  Associates  Project - Brink's Issue) Series
2003 (the "Bonds") pursuant to the Indenture  (defined below) in order to refund
the Issuer's Coal Terminal Revenue Refunding Bonds (Dominion Terminal Associates
Project)  Series 1992 (the "1992  Bonds"),  all on the terms and  conditions set
forth in this Loan Agreement.

     Accordingly, the Issuer and the Company agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     For purposes of this Loan Agreement,  unless the context  clearly  requires
otherwise,  all  terms  defined  in  Article  I of the  Indenture  have the same
meanings in this Loan  Agreement.  In  addition,  the  following  terms have the
following meanings:

     "Fifth  Supplemental  Lease" means the Fifth  Amendment  and  Supplement to
Lease,  dated as of the date of this Loan Agreement,  between the Issuer and the
Company.

     "Indenture" means the Indenture of Trust relating to the Bonds, dated as of
the date of this Loan Agreement,  between the Issuer and Wachovia Bank, National
Association,  as  Trustee,  as  amended  or  supplemented  from  time to time in
accordance with its terms.

     "Lease"  means the Lease,  dated as of October  15,  1982,  as amended  and
supplemented between the Issuer and the Company.

     "Project" means the Facilities described in Exhibit A.

                                   ARTICLE II
                                 REPRESENTATIONS

Section 2.1       Representations of Issuer.  The Issuer represents as follows:

<PAGE>

     (a)  The  Issuer  (i) is a  body  politic  and  corporate  and a  political
subdivision of the  Commonwealth,  duly organized and existing under the laws of
the  Commonwealth,  (ii) has  full  power  and  authority  to enter  into and to
consummate  the  transactions  contemplated  by this Loan  Agreement,  the Fifth
Supplemental Lease and the Indenture,  (iii) to the best of its knowledge is not
in default under any provisions of the laws of the Commonwealth,  (iv) by proper
corporate  action has duly  authorized  the  execution and delivery of this Loan
Agreement,  the Bonds, the Fifth Supplemental  Lease and the Indenture,  and (v)
had and  continues to have full legal right,  power and  authority to enter into
and consummate the transactions contemplated by the Lease.

     (b) Under existing  statutes and  decisions,  no taxes on income or profits
are imposed on the Issuer.  The Issuer will not  knowingly  take or omit to take
any action  reasonably  within its control  that would  impair the  exclusion of
interest on the Bonds from gross income for federal income tax purposes.

     (c) The  execution and delivery by the Issuer of, and the  consummation  by
the Issuer of the transactions  contemplated by, this Loan Agreement,  the Fifth
Supplemental  Lease and the Indenture will not conflict with, result in a breach
of or default under or (except with respect to the lien of the Indenture) result
in the  imposition  of any lien on any  property  of the Issuer  pursuant to the
terms,  conditions  or  provisions  of any  statute,  order,  rule,  regulation,
agreement or instrument to which the Issuer is a party or by which it is bound.

     (d) Each of this  Loan  Agreement,  the  Fifth  Supplemental  Lease and the
Indenture  has been duly  authorized,  executed and  delivered by the Issuer and
constitutes the legal,  valid and binding  obligation of the Issuer  enforceable
against  the  Issuer  in  accordance  with  its  terms,  subject  to  applicable
bankruptcy,  insolvency,  reorganization and similar laws of general application
relating  to or  affecting  creditors'  rights  generally  and  subject  to  the
availability of equitable remedies.

     (e) There is no litigation or  proceeding  pending,  or to the knowledge of
the Issuer  threatened,  which would adversely  affect the validity of this Loan
Agreement, the Lease, the Indenture or the Bonds or the ability of the Issuer to
comply with its obligations under them.

     (f) The Issuer is not in default under any of the provisions of the laws of
the  Commonwealth  which would affect its existence or its powers referred to in
subsection  (a) of this Section.  The Revenues  pledged under the Indenture have
not been pledged in connection with any other obligation of the Issuer,  and the
Issuer is not in default under any other obligation which would adversely affect
the  transactions  contemplated  by this Loan  Agreement,  the  Indenture or the
Bonds.

     (g) The Issuer,  at a meeting duly held in  accordance  with law, has found
and determined that, based on representations  of the Company,  all requirements
of the Act have been  complied with and that the issuance of the Bonds to refund
the 1992  Bonds is in  furtherance  of the  purposes  for which the  Issuer  was
created.

                                       2

<PAGE>

     (h) No member,  director,  commissioner,  officer or official of the Issuer
having  any  interest  (financial,  employment  or other) in the  Company or the
transactions  contemplated  by  this  Loan  Agreement  has  participated  in the
Issuer's approval of such transactions.

     (i) The  Issuer  will  apply  the  proceeds  from the sale of the  Bonds as
specified in the Indenture and this Loan Agreement.  So long as any of the Bonds
remain outstanding and except as may be authorized by the Indenture,  the Issuer
will not issue or sell any  bonds or  obligations,  other  than the  Bonds,  the
principal of or premium,  if any, or interest on which will be payable from this
Loan  Agreement  or the  property  described  in  the  granting  clauses  of the
Indenture.

     (j) The  Project  is being  leased by the Issuer to the  Company  under the
Lease,  this Loan  Agreement is being  executed in connection  with the Issuer's
ownership of the Project, and the amounts payable by the Company under this Loan
Agreement are "revenues" within the meaning of the Act.


     Section 2.2  Representations of Company. The Company represents as follows:

     (a) The Company (i) is a general  partnership duly organized under the laws
of the  Commonwealth,  (ii) has full power to own its properties and conduct its
business, (iii) has full power and authority to enter into and to consummate the
transactions  contemplated by this Loan Agreement,  the Assignment and the Fifth
Supplemental  Lease, (iv) by proper action has duly authorized the execution and
delivery  of this Loan  Agreement,  the  Assignment  and the Fifth  Supplemental
Lease,  and (v) had and continues to have full legal right,  power and authority
to enter into and to consummate the transactions contemplated by the Lease.

     (b) The execution and delivery by the Company of, and the  consummation  by
the  Company of the  transactions  contemplated  by,  this Loan  Agreement,  the
Assignment or the Fifth  Supplemental  Lease will not conflict with, result in a
breach  of or  default  under or  result  in the  imposition  of any lien on any
property of the Company  pursuant to the terms,  conditions or provisions of any
statute,  order, rule, regulation,  agreement or instrument to which the Company
is a party or by which it is bound.

     (c) Each of this Loan Agreement,  the Assignment and the Fifth Supplemental
Lease has been duly  authorized,  executed  and  delivered  by the  Company  and
constitutes the legal, valid and binding  obligation of the Company  enforceable
against  the  Company  in  accordance  with its  terms,  subject  to  applicable
bankruptcy, insolvency, reorganization and similar laws of general applicability
relating  to or  affecting  creditors'  rights  generally  and  subject  to  the
availability of equitable remedies.

     (d) There is no litigation or  proceeding  pending,  or to the knowledge of
the Company  threatened,  which could adversely affect the validity of this Loan
Agreement,  the  Assignment or the Lease or the ability of the Company to comply
with its obligations under them.

                                       3

<PAGE>

     (e) The information  contained in all written  information  relating to the
Project and the Bonds provided by the Company to the Issuer and bond counsel for
the Bonds is true and correct in all material respects.

     (f) The Project  consists and will consist of the  facilities  described in
Exhibit A, and no changes  will be made in the Project  except as  permitted  by
Section 3.2.

                                  ARTICLE III
                            COMPLETION OF THE PROJECT

     Section 3.1 Project  Complete.  The  acquisition  and  construction  of the
Project has been completed as contemplated by the Lease.

     Section 3.2 Project Use.  The Company will not make any material  change in
the  intended  use of the Project  unless the Trustee and the Issuer  receive an
Opinion  of Tax  Counsel  to the  effect  that such  change  will not impair the
exclusion  of interest  on the Bonds from the gross  income of the owners of the
Bonds for federal income tax purposes.

     Section 3.3  Operation  of Project.  So long as the  Company  operates  the
Project, it will operate it so as not to impair the exclusion of interest on the
Bonds from the gross  income of the owners of the Bonds for  federal  income tax
purposes and so that the Project will constitute  "port  facilities"  within the
meaning of the Act.

                                   ARTICLE IV
                                ISSUANCE OF BONDS

     Section  4.1  Issuance  of Bonds.  In order to refund the 1992  Bonds,  the
Issuer will issue,  sell and deliver the Bonds to their initial  purchasers  and
deposit the  proceeds of the Bonds with the Trustee as provided in Article IV of
the  Indenture.  Such deposit will  constitute a loan to the Company  under this
Loan  Agreement.  In  consideration  for the refunding by the Issuer of the 1992
Bonds which relieves the Company of its  obligation to pay an amount  sufficient
to pay the 1992  Bonds,  the  Company  agrees to make the  payments  required in
Section 5.1. The Issuer  authorizes  the Trustee to disburse the proceeds of the
Bonds in accordance with Section 4.1 of the Indenture.  The Company approves the
Indenture and the issuance by the Issuer of the Bonds.

                                   ARTICLE V
                                REPAYMENT OF LOAN

     Section 5.1 Repayment of Loan and Payment of Purchase  Price of Bonds.  (a)
The Company  will repay the loan made to it under  Section  4.1 as  follows:  By
10:00  a.m.  eastern  time on each day on which any  payment  of  principal  of,
premium, if any, and interest on Bonds becomes due (whether at maturity, or upon
redemption or acceleration or otherwise),  the Company will pay an amount which,
together with other moneys held by the Trustee under the Indenture and available
for such  purpose,  will  enable the  Trustee to make such  payment in full in a
timely manner.  If the Company defaults in any payment required by this Section,
the  Company  will pay  interest  (to the extent  allowed by law) on such amount
until paid at the rate provided for in the Bonds.

                                       4

<PAGE>

     (b) The Company will pay to the Trustee,  on each day on which a payment of
purchase  price of a Bond  which has been put or is to be  purchased  in lieu of
redemption becomes due, an amount which,  together with other moneys held by the
Trustee under the  Indenture  and  available  for such purpose,  will enable the
Trustee to make such payment in full in a timely manner.

     (c) In furtherance of the foregoing,  so long as any Bonds are  outstanding
the Company will pay all amounts  required to prevent any  deficiency or default
in any  payment  of the  Bonds,  including  any  deficiency  caused by an act or
failure to act by the Trustee, the Company, the Issuer, the Remarketing Agent or
any other person.

     (d) All amounts  payable  under this Section by the Company are assigned by
the Issuer to the  Trustee  pursuant  to the  Indenture  for the  benefit of the
Bondholders.  The Company consents to such assignment.  Accordingly, the Company
will pay  directly to the Trustee at its  principal  corporate  trust office all
payments payable by the Company pursuant to this Section.

     (e) The Company  need not pay any amount paid to  Bondholders  by a draw on
any Letter of Credit.  The Company will pay directly to the Bank,  in accordance
with the  reimbursement  agreement  pursuant  to which such Letter of Credit was
issued, amounts owed with respect to Reimbursement Obligations.

     (f) The Company  will receive a credit  against the amounts  payable to the
Trustee  under this  Section  for any  amounts  paid  directly to the Trustee by
Pittston Coal Terminal  Corporation  pursuant to the Assignment or by the Parent
Company pursuant to the Parent Company Guaranty.

     Section 5.2  Additional  Payments.  The Company will also pay the following
within 30 days after receipt of a written request for payment:

     (a) The reasonable  fees and expenses of the Issuer  incurred in connection
with  the  execution  and  delivery  of,  and the  performance  of the  Issuer's
obligations  under,  this Loan Agreement,  the Indenture,  the Bonds,  and other
related  documents to which the Issuer is a party,  such fees and expenses to be
paid directly to the Issuer or as directed by it.

     (b) The fees and expenses of the Trustee, any Paying Agent, the Remarketing
Agent  and  all  other  fiduciaries  and  agents  serving  under  the  Indenture
(including any expenses in connection with any redemption of the Bonds), and all
fees and  expenses,  including  attorneys'  fees,  of the Trustee and any Paying
Agent for any extraordinary  services rendered by them under the Indenture.  All
such fees and expenses are to be paid directly to the Trustee, Paying Agent, the
Remarketing  Agent or other  fiduciary  or agent for its own account as and when
such fees and expenses become due and payable.


                                       5

<PAGE>


     Section 5.3 Prepayments.  The Company may at any time and from time to time
prepay to the Trustee all or any part of the amounts  payable under Section 5.1.
A  prepayment  will not relieve the Company of its  obligations  under this Loan
Agreement until all the Bonds have been paid or provision for their payment made
in accordance with the Indenture.  In the event of a mandatory redemption of the
Bonds, the Company will prepay all amounts necessary for such redemption.

     Section 5.4 Assignment of Throughput Payments.  Pursuant to the Assignment,
the Company  will  assign to the Issuer all of the  Company's  right,  title and
interest in and to the payments to be made by Pittston Coal Terminal Corporation
with respect to the Bonds under Section 3.2(a)(ix) of the Throughput Agreement.

     Section 5.5  Obligations of Company  Unconditional.  The obligations of the
Company to make the payments required by Sections 5.1 and 5.3 and to perform its
other   agreements   contained   in  this  Loan   Agreement   are  absolute  and
unconditional.  Until the principal of and interest on the Bonds have been fully
paid or provision for their payment made in accordance  with the Indenture,  the
Company (i) will not suspend or discontinue any payments provided for in Section
5.1,  (ii) will perform all its other  agreements  in this Loan  Agreement,  and
(iii) will not terminate this Loan Agreement for any cause including any acts or
circumstances  that may constitute  failure of consideration,  destruction of or
damage to the Project, commercial frustration of purpose, any change in the laws
of the United  States or of the  Commonwealth  or any political  subdivision  of
either or any  failure of the Issuer to perform any of its  agreements,  whether
express  or  implied,  or any duty,  liability  or  obligation  arising  from or
connected with this Loan Agreement.

                                   ARTICLE VI
                            OTHER COMPANY AGREEMENTS

     Section 6.1  Maintenance  of  Existence.  The  Company  will  maintain  its
existence as a general  partnership  under the laws of the Commonwealth and will
not merge or  consolidate  with, or sell or otherwise  transfer to another legal
entity all or  substantially  all of its assets as an entirety  and/or  dissolve
unless (i) there is a surviving,  resulting or transferee legal entity organized
and existing under the laws of the United  States,  any state or the District of
Columbia,  which is solvent and (if not the Company)  assumes in writing all the
obligations of the Company under this Loan Agreement and (ii) the Company or the
surviving  or  transferee   entity  is  not   immediately   after  such  merger,
consolidation  or transfer in default in any  material  respect  under this Loan
Agreement;  provided, however, this will not be construed as prohibiting changes
in the ownership interests of the Partners in the Company.

     Section  6.2  Payment of Taxes.  The  Company  will pay all taxes and other
governmental  charges and  assessments,  if any,  that are  levied,  assessed or
imposed upon any interest of the Issuer or the Trustee in this Loan Agreement or
any payment  received  by or due to the Issuer or the Trustee  (other than their
fees) pursuant to this Loan Agreement.


                                       6

<PAGE>


     Section 6.3 Arbitrage. The Company covenants with the Issuer and for and on
behalf of the purchasers  and owners of the Bonds from time to time  outstanding
that, so long as any of the Bonds remain  outstanding,  moneys on deposit in any
fund in connection with the Bonds,  whether or not such moneys were derived from
the  proceeds  of the sale of the Bonds or from any other  sources,  will not be
used in a manner which will cause the Bonds to be  "arbitrage  bonds" within the
meaning  of Section  148 of the Code,  and any  lawful  regulations  promulgated
thereunder,  as they exist on this date,  or may from time to time  hereafter be
amended, supplemented or revised.

     Section 6.4 Company's  Obligation with Respect to Tax Exemption of Interest
Paid on the Bonds.  Notwithstanding  any other provision of this Loan Agreement,
the Company covenants and agrees that it will not knowingly take or authorize or
permit, to the extent such action is within its control,  any action to be taken
with respect to the Project, or the proceeds of the Bonds (including  investment
earnings),  insurance,  condemnation,  or any other proceeds derived directly or
indirectly in connection with the Project,  which will result in the loss of the
exclusion  of  interest on the Bonds from gross  income for  federal  income tax
purposes  under  Section 103 of the Code  (except for any Bond during any period
while it is held by a person referred to in Section 147(a) of the Code); and the
Company also will not knowingly  omit to take any action in its power which,  if
omitted,  would cause the above result. The inclusion of interest on any Bond in
the computation of the alternative minimum tax imposed by Section 55 of the Code
or the branch profits tax on foreign  corporations imposed by Section 884 of the
Code does not  constitute a loss of the  exclusion of interest on the Bonds from
gross  income for  federal  income tax  purposes  under  Section 103 of the Code
within the  meaning of this  Section.  This  provision  will  control in case of
conflict or ambiguity with any other provision of this Loan Agreement.

     The Company covenants and agrees to notify the Trustee,  the Issuer and, if
a Letter of  Credit is in  effect,  the Bank of the  occurrence  of any event of
which the  Company  has notice  which  would  require  the Company to prepay the
amounts due under this Loan Agreement  because of a redemption  resulting from a
determination of taxability.

     The Company,  at its sole expense,  will take all steps  necessary to cause
the  requirements  of Section 148(f) of the Code to be satisfied with respect to
the Bonds, including, but not limited to, all reporting and rebate requirements,
and will, upon request, provide the Trustee with evidence of such compliance.

     Section 6.5 Issuer Fees and Expenses. The Company shall pay to or on behalf
of the Issuer,  its reasonable costs and expenses  incurred or to be paid by the
Issuer directly related to the issuance and delivery of the Bonds, the refunding
of the  1992  Bonds  and the  performance  of its  duties  and  responsibilities
pursuant to this Loan Agreement, the Indenture or other documents or instruments
by which it is bound in connection therewith,  including the fees of its counsel
and other advisors and the reasonable  administrative fees of the Issuer,  which
Issuer fees consist of an application  fee of $1,000,  a special  meeting fee of
$700,  a  one-time  closing  fee of $200 and a  one-time  administrative  fee of
$37,830.


                                       7

<PAGE>


                                  ARTICLE VII
                     NO RECOURSE TO ISSUER; INDEMNIFICATION

     Section 7.1 No Recourse to Issuer.  The Bonds will at all times  constitute
special,  limited obligations of the Issuer. The Issuer will not be obligated to
pay the Bonds except from revenues provided by the Company.  The issuance of the
Bonds will not directly or indirectly or contingently  obligate the Issuer,  the
Commonwealth or any of its political  subdivisions to levy or pledge any form of
taxation whatever or to make any  appropriation  for their payment.  Neither the
Issuer nor any  commissioner  or officer of the Issuer nor any person  executing
the Bonds will be liable  personally for the Bonds or be subject to any personal
liability or accountability by reason of the issuance of the Bonds.

     Section 7.2  Indemnification.  The Company will, at its expense,  indemnify
and save  harmless the Issuer and its  commissioners,  officers,  employees  and
agents  against  and  from  any  and all  claims,  damages,  demands,  expenses,
liabilities  and losses of every kind  asserted  by or on behalf of any  person,
firm, corporation or governmental authority arising out of, resulting from or in
any way connected  with the condition,  use,  possession,  conduct,  management,
planning, design,  acquisition,  construction,  installation or financing of the
Project. The Company will also, at its expense,  indemnify and save harmless the
Issuer  against  and from all  costs,  reasonable  counsel  fees,  expenses  and
liabilities  incurred in any action or proceeding  brought by reason of any such
claim or demand.  If any  proceeding is brought  against the Issuer by reason of
any such claim or demand, the Company will, upon written notice from the Issuer,
defend such proceeding on behalf of the Issuer.  Notwithstanding  the foregoing,
the  Company  will  not be  obligated  to  indemnify  the  Issuer  or any of its
commissioners,  officers,  employees  or  agents  or hold  any of them  harmless
against or from or in respect of any claim, damage, demand,  expense,  liability
or loss arising from the intentional or willful  misconduct or gross  negligence
of the Issuer or any of its commissioners,  officers, employees or agents or any
untrue  statement or alleged untrue  statement of a material fact or omission or
alleged  omission  of a material  fact  describing  the  Issuer in any  official
statement or preliminary official statement relating to the Bonds.

     The  Company  agrees  upon the  terms and  conditions  and  subject  to the
limitations  set forth in this Loan  Agreement,  including the limitation on the
liability of the  Partners in Section  10.11,  to indemnify  the Trustee and the
Paying  Agent for, and to hold them  harmless  against,  any loss,  liability or
expense incurred without  negligence or bad faith on their part,  arising out of
or in connection with the acceptance or  administration  of the trust created by
the Indenture,  including the costs and expenses of defending themselves against
any claim or liability in connection  with the exercise or performance of any of
their powers or duties under this Loan Agreement.

                                  ARTICLE VIII
                                   ASSIGNMENT

     Section 8.1  Assignment  by Company.  The Company may assign its rights and
obligations  under this Loan Agreement  without the consent of either the Issuer
or the  Trustee,  but,  except as provided in Section  6.1, no  assignment  will
relieve the Company from primary  liability for any obligations  under this Loan
Agreement.


                                       8

<PAGE>

     Section 8.2  Assignment by Issuer.  The Issuer will assign its rights under
and interest in this Loan Agreement  (except for the  Unassigned  Rights) to the
Trustee  pursuant to the  Indenture,  it being  understood  and agreed that such
assignment  will  be  an  absolute  assignment,   but  without  recourse  to  or
representation  by the Issuer.  Otherwise,  the Issuer will not sell,  assign or
otherwise  dispose of its rights  under or interest in this Loan  Agreement  nor
create or permit to exist any lien, encumbrance or other security interest in or
on such rights or interest.

                                   ARTICLE IX
                              DEFAULTS AND REMEDIES

     Section 9.1 Remedies on Default.  Whenever  any Event of Default  under the
Indenture has occurred and is continuing,  the Trustee may take whatever  action
may appear necessary or desirable to collect the payments then due and to become
due or to  enforce  performance  of any  agreement  of the  Company in this Loan
Agreement.

     In addition, if an Event of Default under the Indenture has occurred and is
continuing  with respect to any of the  Unassigned  Rights,  the Issuer may take
whatever action may appear  necessary or desirable to it to enforce  performance
by the Company of such Unassigned Rights.

     Any amounts  collected  pursuant to action taken under this Section (except
for  amounts  payable  directly  to or on  behalf of the  Issuer or the  Trustee
pursuant to Sections  5.2, 7.2 and 9.3) will be applied in  accordance  with the
Indenture.

     Nothing in this Loan Agreement will be construed to permit the Issuer,  the
Trustee or any  Bondholder or any receiver in any  proceeding  brought under the
Indenture to take possession or use of or exclude the Company from possession or
use of the Project by reason of the occurrence of an Event of Default.

     Section 9.2 Delay Not Waiver;  Remedies.  A delay or omission by the Issuer
or the  Trustee  in  exercising  any right or remedy  accruing  upon an Event of
Default  will not  impair  the  right or  remedy  or  constitute  a waiver of or
acquiescence  in the  Event of  Default.  No remedy  is  exclusive  of any other
remedy. All available remedies are cumulative.

     Section 9.3  Attorneys'  Fees and Expenses.  If the Company  should default
under  any  provision  of this  Loan  Agreement  and the  Issuer  should  employ
attorneys or incur other  expenses for the  collection of the payments due under
this Loan Agreement, the Company will on demand pay to the Issuer or as directed
by it the reasonable fees of such attorneys and such other  reasonable  expenses
so incurred by the Issuer.


                                       9

<PAGE>

                                   ARTICLE X
                                  MISCELLANEOUS

     Section 10.1 Notices.  All notices or other  communications under this Loan
Agreement will be sufficiently  given and will be deemed given when delivered or
mailed as provided in the Indenture.

     Section 10.2 Binding Effect.  This Loan Agreement will inure to the benefit
of and will be  binding  upon the  Issuer,  the  Company  and  their  respective
successors  and  assigns,  subject,  however,  to the  limitations  contained in
Section 6.1.

     Section  10.3  Severability.  If any  provision  of this Loan  Agreement is
determined  to be  unenforceable  at any time,  that will not  affect  any other
provision of this Loan Agreement or the  enforceability of that provision at any
other time.

     Section  10.4  Amendments.  After  the  issuance  of the  Bonds,  this Loan
Agreement  may not be  effectively  amended or  terminated  without  the written
consent of the Trustee and, if a Letter of Credit is in effect,  the Bank and in
accordance with the provisions of the Indenture.

     Section 10.5 Right of Company To Perform  Issuer's  Agreements.  The Issuer
irrevocably  authorizes  and  empowers the Company to perform in the name and on
behalf of the Issuer any agreement  made by the Issuer in this Loan Agreement or
in the  Indenture  which the Issuer fails to perform in a timely  fashion if the
continuance  of such failure  could result in an Event of Default.  This Section
will not require the Company to perform any agreement of the Issuer.

     Section 10.6  Applicable  Law. This Loan  Agreement will be governed by and
construed in accordance with the laws of the Commonwealth.

     Section 10.7  Captions;  References to Sections.  The captions in this Loan
Agreement  are for  convenience  only and do not  define  or limit  the scope or
intent of any  provisions  or Sections  of this Loan  Agreement.  References  to
Articles and  Sections are to the Articles and Sections of this Loan  Agreement,
unless the context otherwise requires.

     Section 10.8 Complete Agreement.  This Loan Agreement represents the entire
agreement between the Issuer and the Company with respect to its subject matter.

     Section  10.9  Termination.   When  no  Bonds  are  Outstanding  under  the
Indenture,  the Company and the Issuer  will have no further  obligations  under
this Loan Agreement,  except for the Company's  obligations  under Sections 5.2,
6.3, 6.4, 7.2 and 9.3.

     Section 10.10  Counterparts.  This Loan  Agreement may be signed in several
counterparts.  Each will be an original, but all of them together constitute the
same instrument.


                                       10

<PAGE>

     Section  10.11  Limitation of  Liability.  Notwithstanding  anything to the
contrary provided in this Loan Agreement or the Indenture,  each and every term,
covenant,  condition and provision of this Loan  Agreement is made  specifically
subject to the provisions of this Section 10.11. It is  specifically  understood
and agreed  that the  liability  of the  Company  is  limited  to the  Company's
interest  in the  obligations  of Pittston  Coal  Terminal  Corporation  to make
payments  with respect to the Bonds under Section  3.2(a)(ix) of the  Throughput
Agreement  and is payable  solely from those  payments and  collateral,  if any,
specifically pledged for such purpose.

     Any liability or obligation of the Company arising out of or from this Loan
Agreement  will be a liability  or  obligation  of and  enforceable  against the
Company only and will not be a liability or obligation of or enforceable against
any Partner of the Company individually or in its capacity as a partner.

     Section 10.12 Limited Nature of Company's Obligations;  Pittston Terminal's
Liability for Obligations of the Company; Certain Decisions Regarding the Bonds.
As provided in the Throughput Agreement and the Agreement Regarding 2003 Brink's
Bonds, dated as of August 15, 2003, among the Company, the Partners and Pittston
Terminal, all of the Company's obligations with respect to the Bonds are payable
solely from payments  received by the Company from Pittston Terminal pursuant to
the  Throughput  Agreement and Pittston  Terminal  shall act as the agent of the
Company for purposes of making certain Company decisions relating to the Bonds.


                                       11

<PAGE>




                                    PENINSULA PORTS AUTHORITY OF
                                    VIRGINIA

                                    By: /s/ Robert E. Yancey
                                       -----------------------------------------
                                         Chairman


                                    DOMINION TERMINAL ASSOCIATES,
                                       a General Partnership

                                    By: /s/ Charles E. Brinley
                                       -----------------------------------------
                                         President


                                       12

<PAGE>


                                    EXHIBIT A


                            DESCRIPTION OF FACILITIES
                            -------------------------

     The Dominion  Terminal  Associates coal facility is sized to have an annual
throughput  of  approximately  20 million tons per year. A total ground  storage
capacity of approximately  1.5 million tons is available.  The terminal pier and
loading  facilities are designed to handle colliers  ranging in size from 20,000
to 173,000 dwt. and barges of varying sizes.

     The land on which the  facility is located is on the east bank of the James
River in Newport News, Virginia.  It is bordered on the northwest by the Pier IX
coal terminal and on the  southeast by the CSX Piers 14 and 15 properties  which
are now limited in use, the primary  business of Piers 14 and 15 appearing to be
the leasing of the piers.

     The deep water channel,  approximately 50 feet deep, borders the site. Road
access to the facility is from Harbor Road,  which borders the south side of the
terminal site.

     1. Railroad  Service.   The  coal   terminal  facility  is  served  by  CSX
Transportation,  Inc. CSX brings loaded cars to the empty tracks.  DTA moves the
loaded cars from the empty  tracks into  position for dumping and then moves the
cars back to the empty tracks.

     2. Material  Handling System.  The material  handling system is designed so
that coal may be  unloaded  from the  railroad  hopper cars and  transported  by
conveyor  directly to the  shiploader  for  depositing  in the holds of vessels.
However,   most  of  the   coal   received   is   transported   to  one  or  two
stacker/reclaimers for deposit on the ground storage piles.

        An enclosed tandem rotary car dumper is used  to unload  the hopper cars
two at a time.  The coal  deposited  in the hoppers  beneath  the dumper  passes
through a grizzly  which  prevents  large  foreign  material  from  entering and
damaging the belt conveying  system.  Just prior to dumping,  the rail cars pass
through a thaw shed which assists in unloading during freezing weather.

        Vibrating feeders transfer the coal from the  receiving  hoppers  to the
conveyor  belts and place it on conveyor belts for elevation up above grade to a
1,000-ton surge silo. The surge silo is used to increase unloading efficiency by
allowing the coal to accumulate while the  stacker/reclaimer  is moving from one
stockpile to another. A three-stage "as received" sampling system is provided at
the 1,000-ton storage silo.

        While  the  unloading  system  is  in  operation,  coal  received may be
diverted  directly to waiting colliers or barges or transferred to either of two
stacker/reclaimers for stacking in stockpiles. The design rate for the receiving
material handling system is 5,200 tons/hr.


                                      A-1

<PAGE>

     The  reclaim  system  provides  for  reclaiming  coal  with  either or both
stacker/reclaimers  and a reclaimer,  then  conveying it to two-4,000  ton surge
silos located near the pier. Reclaim from these surge silos goes directly to the
pier-mounted  shiploader  for  loading  into the  holds of coal  carriers.  When
blending two different types of coal is required,  the proper percentage of each
is withdrawn from each silo. An "As Shipped"  sampling  system is located at the
tail end of the conveyor leading to the shiploader.

        Belt  scales  are  provided  for  both  the  unloading  system  and  the
shiploading  system to provide the necessary  information  for managing the coal
stockpiles, blending and as a check against the draft surveyor's measurement for
the coal being  loaded in  vessels.  The design  rate for the  reclaim  handling
system is 6,800  tons/hr.  The  shiploader  and dock  conveyor is rated at 6,500
tons/hr.  The higher capacity takes into account shiploader  shutdowns for hatch
changes.

     3. Marine  Facilities.  The marine  facilities  include a dredge deep-water
basin and shiploader pier.

        The  dredging  provides  access  and  berthing  areas  at the pier which
extends towards shore from the Corps of Engineers' pierhead line. An area on the
south  side of the  pier  has been  dredged  to a depth of 50 feet to match  the
existing  channel.  The north  side of the pier can be  dredged to a depth of 50
feet if so necessitated by an increase in business.

        The  shiploader  dock  is designed as a finger pier with a berth on each
side for  loading  colliers up to 173,000  dwt.  It is  provided  with a trestle
connection to shore. The pier supports the shiploading  conveyor and shiploader,
plus a roadway with a turnaround  area at the  offshore  end.  Both faces of the
pier  are  provided  with  a  fendering  system.  A  turning  dolphin  has  been
constructed at the outer end, connected by a walkway to the pier.

     4. Mobile Equipment. Mobile equipment is used for maintenance and operation
of the coal  terminal  facility.  Switch  engines are used to move trains  while
dozers are needed to assist the bucket wheel  stackers and reclaimers in storing
and reclaiming coal outside their reach. The following types of mobile equipment
are provided for the facility:

                a. Track-mounted dozers with coal blades;

                b. Switch Engines;

                c. Mobile cranes;

                d. Flat-bed trucks;

                e. Pickup trucks;

                f. Automobiles;

                g. Maintenance vehicles; and

                h. Front-end loader.


                                       A-2

<PAGE>

     5. Control  Stations.  The rotary dumper and the receiving hopper vibrating
feeders  have a separate  control  panel  located in the  dumper  building.  The
shiploader and stacker/reclaimers and reclaimer are controlled from cabs mounted
as part of their construction. The systems of conveyors leading to and from yard
storage are  controlled  from a central  control room atop transfer tower TT2 or
from other computer  sites.  The shiploader and the vibrating  feeders under the
two 4,000-ton shiploader surge silos are controlled by an operator in the cab of
the shiploader.

     6. Auxiliary Buildings.  The following auxiliary buildings are provided for
the coal terminal operation:

                a. Administration building including a locker room;

                b. Repair shop and warehouse;

                c. A series of small buildings to house electrical equipment;

                d. A series of small buildings to house pumping equipment; and

                e. A maintenance building.

     7. Utilities and Communications.  Industrial and potable water is available
at the coal terminal site.  This water is delivered by underground  pipelines to
the areas requiring its use.

        A  fuel storage and distribution  system  is  provided.  Fuel  tanks  of
sufficient capacity store diesel oil and gasoline for use by mobile equipment or
building  heating  systems.  Electricity is provided to the facility from a main
substation located near the property boundary. A complete distribution system is
included to carry electric power to all  facilities.  The sewage  collected from
the various  auxiliary  buildings  is  delivered  to a nearby  existing  manhole
located near Pier 14. The sewage is then directed to the Newport News  Treatment
Plant.

        The  facilities  have  a  communications  system,  including  telephones
located in critical  locations  and a radio  system for  communications  between
operators at the various control stations.

     8. Pollution  Control  Equipment.  A full  complement of pollution  control
equipment  was installed  for the  facility,  as required by the  owner-obtained
environmental   permits.  This  includes  a  combination  of  water  sprays  and
baghouse-type dust collectors located at critical facility dust emission points.


                                      A-3