EXHIBIT 10.4


 


THIRD AMENDMENT TO


CREDIT AGREEMENT


 


THIS THIRD
AMENDMENT TO CREDIT AGREEMENT (the “Third Amendment”)
is dated as of February 29, 2008, and is made by and among RHINO ENERGY LLC, a Delaware limited liability company
formerly known as CAM Holdings LLC (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS  PARTY HERETO,
and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the “Agent”).


 


RECITALS:


 


WHEREAS, the Borrower, the
Guarantors (as defined therein), the Lenders (as defined therein), and the
Agent are parties to that certain Credit Agreement, dated as of August 30,
2006, as amended by that certain First Amendment to Credit Agreement, dated as
of December 28, 2006, as amended by that certain Second Amendment to
Credit Agreement and Consent, dated March 8, 2007 (as so amended and as
the same may be further amended, modified or supplemented from time to time,
the “Credit Agreement”); and


 


WHEREAS, the Borrower and the Guarantors have
requested that the Lenders agree to amend certain provisions of the Credit
Agreement including extending the Expiration Date and increasing the Revolving
Credit Commitment from $125,000,000 to $200,000,000, all pursuant to the terms
and subject to the applicable conditions set forth herein, and the Required
Lenders (as defined in the Credit Agreement) have agreed to amend the Credit
Agreement as hereinafter provided.


 


NOW, THEREFORE, in consideration
of the foregoing and intending to be legally bound, and incorporating the
above-defined terms herein, the parties hereto agree as follows:


 


1.                                       Recitals &
Definitions.  The foregoing recitals
are true and correct and incorporated herein by reference.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given to them in the Credit
Agreement.


 


2.                                       Amendments
to Credit Agreement.  The Credit
Agreement is hereby amended as follows:


 


(a)                      New Definitions.  Section 1.1 [Certain Definitions] of the
Credit Agreement is hereby amended to insert the following new definitions in
the appropriate alphabetical order therein:


 


“Material Subsidiary shall mean a
Subsidiary of the Borrower or any other Loan Party meeting any one of the
following criteria (i) such Subsidiary’s aggregate assets comprise five
percent (5%) or more of the consolidated assets of the Loan Parties, (ii) such
Subsidiary’s aggregate stockholders’ equity comprises five percent (5%) or more
of 


 

















 


the consolidated stockholders’ equity of the Loan Parties; (iii) such
Subsidiary’s EBITDA comprises five percent (5%) or more of the consolidated
EBITDA of the Loan Parties or (iv) such Subsidiary’s aggregate gross
revenue comprises five percent (5%) or more of the consolidated gross revenue
of the Loan Parties.”


 


“Third Amendment shall mean that
certain Third Amendment to Credit Agreement, dated as of February 29,
2008, among the Borrower, the Guarantors, the Lenders party thereto and the
Agent.”


 


(b)                     Existing Definitions.  The following definitions in Section 1.1
[Certain Definitions] of the Credit Agreement are hereby amended and restated
as follows:


 


“Excluded Subsidiaries shall mean individually and collectively,
CAM - Illinois LLC, CAM - Colorado LLC, Rhino Energy, Rhino Trucking and any of
their respective Subsidiaries; provided however, that within thirty (30) days
from the date of the Third Amendment, Rhino Trucking shall no longer be an
Excluded Subsidiary and shall be required to join the Credit Agreement and Loan
Documents as a Guarantor and shall cause its membership interests to be pledged
to the Agent for the benefit of the Lenders.”


 


“Expiration Date shall mean, with respect to the Revolving
Credit Commitments, February 28, 2013.”


 


“Guarantor shall mean each of the
parties to this Agreement which is designated as a ‘Guarantor’ on the signature
page hereof, and each other Person which joins this Agreement as a
Guarantor after the date hereof pursuant to Section 11.18, specifically
excluding, however, Rhino Energy and Rhino Trucking; provided however, that
within thirty (30) days from the date of the Third Amendment, Rhino Trucking
shall be required to join the Credit Agreement and Loan Documents as a
Guarantor.”


 


(c)                      Revolving Credit Commitments.  Section 2.1 of the Credit Agreement
[Revolving Credit Commitments] shall be amended and restated as follows:


 


“2.1                           Revolving Credit
Commitments.


 


Subject to the terms and
conditions hereof and relying upon the representations and warranties herein
set forth, each Lender severally agrees to make Revolving Credit Loans to the
Borrower at any time or from time to time on or after the date hereof to the
Expiration Date, provided that after giving effect to such Loan the
aggregate amount of Revolving Credit Loans from such Lender shall not exceed
such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of
the Letters of Credit Outstanding. 
Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow
pursuant to this Section 2.1.  The
aggregate amount of the Revolving Credit Commitments on date of the Third
Amendment is $200,000,000.  Revolving
Credit Loans shall be available to the Borrower solely for the purposes set
forth in Section 8.1.10.”


 


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(d)                     Issuance of Letters of Credit.  Section 2.9.1 (i) of the Credit
Agreement shall be amended and restated as follows:


 


“(i) the Letters of Credit Outstanding exceed, at any one time,
$50,000,000 or”


 


(e)                      Aggregate
Revolving Credit Commitments.  Section 2.10.1
(iii) [Aggregate Revolving Credit Commitments] of the Credit Agreement
shall be amended and restated as follows:


 


“(iii)  Aggregate
Revolving Credit Commitments. 
After giving effect to any such increase, the total Revolving Credit
Commitments shall not exceed $275,000,000 and the total aggregate amount of all
such increases shall not exceed $75,000,000.”


 


(f)                        Preservation of Existence,
Etc.  Section 8.1.1
[Preservation of Existence, Etc.] of the Credit Agreement shall be amended and
restated as follows:


 


“8.1.1                  Preservation
of Existence, Etc.


 


The Borrower shall, and shall cause each of its Subsidiaries to,
maintain its legal existence as a corporation, limited partnership or limited liability
company and its license or qualification and good standing in each jurisdiction
in which its ownership or lease of property or the nature of its business makes
such license or qualification necessary, except as otherwise expressly
permitted in Section 8.2.6 [Liquidations, Mergers, Etc.].  Notwithstanding the foregoing and with the
Agent’s written consent, a Subsidiary that is not a Material Subsidiary may
dissolve; and in connection therewith the dissolving Subsidiary shall be
released of its obligations under a Guaranty, provided that such release shall
not become effective until such Guarantor is legally dissolved.  In connection with such dissolution, the
Agent is authorized to execute written documents or agreements confirming such
release.”


 


(g)                     Loans and Investments.  Section 8.2.4 (v) of the Credit
Agreement shall be amended and restated as follows:


 


“(v)  investments (including any
investments in the Excluded Subsidiaries) not otherwise permitted by this Section 8.2.4
in an aggregate amount not to exceed $25,000,000 at
anytime outstanding.”


 


(h)                     Liquidations, Mergers,
Consolidations, Acquisitions.  The
first paragraph of Section 8.2.6 (2) of the Credit Agreement shall be
amended and restated as follows (for the avoidance of doubt subsections 8.2.6(2)(i) through
(ix) shall remain unchanged):


 


“(2)  with the Agent’s written consent, any Subsidiary which is
not a Material Subsidiary may dissolve, liquidate or wind-up its affairs
pursuant to Section 8.1.1 [Preservation of Existence, Etc.], and”


 


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(i)                   Section 8.2.9
[Subsidiaries, Partnerships and Joint Ventures].  The proviso and the last sentence in Section 8.2.9
[Subsidiaries, Partnerships and Joint Ventures] of the Credit Agreement are
hereby amended and restated in their entirety to read as follows:


 


“and such Subsidiary, other than Rhino Energy, and the Loan Parties, as
applicable, shall grant and cause to be perfected first priority Liens to the
Agent for the benefit of the Lenders in the assets held by, and stock of or
other ownership interests in, such Subsidiary, other than Rhino Energy.  Each of the Loan Parties shall not become or
agree to:  (1) become a general or
limited partner in any general or limited partnership, except that the Loan Parties
may be general or limited partners in other Loan Parties, (2) become a
member or manager of, or hold a limited liability company interest in, a
limited liability company, other than Rhino Energy, except that the Loan
Parties may be members or managers of, or hold limited liability company
interests in, other Loan Parties, or (3) become a joint venturer or hold a
joint venture interest in any joint venture, other than Rhino Energy.”


 


(j)                         Insolvency.  Section 9.1.10 [Insolvency] of the
Credit Agreement shall be amended and restated as follows:


 


“9.1.10                                                            Insolvency.


 


Any Loan Party or any Material
Subsidiary of a Loan Party ceases to be solvent or admits in writing its
inability to pay its debts as they mature;”


 


(k)                      Release of Collateral or
Guarantor.  Section 11.1.3
[Release of Collateral or Guarantor] of the Credit Agreement shall be amended
and restated as follows:


 


“11.1.3                                                            Release
of Collateral or Guarantor.


 


Except as permitted by Section 8.1.1
[Preservation of Existence, Etc.], Section 8.2.6 [Liquidations, Mergers,
Consolidation, Acquisitions] or Section 8.2.7 [Disposition of Assets or
Subsidiaries], release any Collateral consisting of capital stock or other
ownership interests of any Loan Party or any of its Subsidiaries or
substantially all of the assets of any Loan Party, any Guarantor from its
Obligations under the Guaranty Agreement or any other security for any of the
Loan Parties’ Obligations provided that the foregoing consent shall not
be required in connection with any dividend and distribution otherwise
permitted by this Agreement pursuant to Section 8.2.5(i), which such
consent is given solely by the Agent pursuant to Section 11.20; or”


 


(l)                   Section 11.18
[Joinder of Guarantors].  The last
sentence of Section 11.18 [Joinder of Guarantors] of the Credit Agreement
is hereby amended as follows:


 


“Notwithstanding the foregoing or anything
else contained in this Agreement, upon and after the First Amendment Effective
Date, Rhino Energy shall not (a) be required to join in this Agreement or
any other Loan Document as a Guarantor, (b) be required to grant any Liens
to the Agent for the benefit of the Lenders in the assets held 


 


4

















 


by Rhino Energy, or (c) be required to have pledged any ownership
interests held by it or any Loan Party in Rhino Energy.”


 


(m)                   Schedules.  In order to reflect the increases in the
Revolving Credit Commitments Part 1 of Schedule 1.1(B) [Commitments
of Lenders and Addresses for Notices to Lenders] shall be amended and restated
to read as set forth on the Schedule attached to this Amendment bearing such
name and numerical reference.


 


3.                                       Conditions
to Closing.  This Third Amendment
shall become effective on the date of this Third Amendment provided that each
of the following conditions has been satisfied to the satisfaction of the Agent
on such date:


 


(a)                      Execution and Delivery of
Third Amendment.  The Borrower, the
other Loan Parties, the Required Lenders, and the Agent shall have executed
this Third Amendment, and all other documentation necessary for effectiveness
of this Third Amendment shall have been executed and delivered all to the
satisfaction of the Borrower, the Required Lenders and the Agent.


 


(b)                     Notes.  The Borrower shall have executed and
delivered to each of the Lenders whose Revolving Credit Commitment is
increasing new Revolving Credit Notes, reflecting the amount of each such
Lender’s Revolving Credit Commitments as so increased.


 


(c)                      Amendments
to Mortgages.  The applicable Loan
Parties shall have executed and delivered to the Agent an amendment to Mortgage
for each existing Mortgage in form and substance satisfactory to the Agent.


 


(d)                     Organization, Authorization and
Incumbency.  There shall be delivered
to the Agent for the benefit of each Lender a certificate, dated as of the date
hereof and signed by the Secretary or an Assistant Secretary of each Loan
Party, certifying as appropriate as to:


 


(i)                                     all action taken
by such Loan Party in connection with this Third Amendment;


 


(ii)                                  the names of the
officer or officers authorized to sign this Third Amendment and the other
documents executed and delivered in connection herewith and described in this Section and
the true signatures of such officer or officers and specifying the officers
authorized to act on behalf of each Loan Party for purposes of the Loan
Documents and the true signatures of such officers, on which the Agent and each
Lender may conclusively rely; and


 


(iii)                               copies
of its organizational documents, including its certificate of incorporation and
bylaws if it is a corporation, its certificate of partnership and partnership
agreement if it is a partnership, and its certificate of organization and
limited liability company operating agreement if it is a limited liability
company, in each case as


 


5

















 


in effect on the date hereof, certified by the appropriate state
official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence
and good standing of each of the Loan Parties in each state where organized or
qualified to do business, provided, however, that the Loan Parties may, in lieu of delivering
copies of the foregoing organizational documents and good standing
certificates, certify that the organizational documents and good standing
certificates previously delivered by the Loan Parties to the Agent remain in
full force and effect and have not been modified, amended, or rescinded.


 


(e)                      Officer’s Certificate.  There shall be delivered to the Agent a
certificate of the Loan Parties, dated the date of the Third Amendment and
signed by the Chief Executive Officer, President, Vice President or Chief
Financial Officer of each Loan Party, certifying that:  (i) the representations and warranties
of the Borrower contained in Article 6 of the Credit Agreement shall be
true and accurate on and as of the date of the Third Amendment with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which relate solely to an
earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein); (ii) the
Loan Parties shall have performed and complied with all covenants and
conditions of the Credit Agreement and this Third Amendment; and (iii) no
Event of Default or Potential Default under the Credit Agreement shall have
occurred and be continuing or shall exist.


 


(f)                        Opinion
of Counsel. The Borrower shall cause to be delivered to the Agent an
opinion of counsel of the Borrower with respect to this Third Amendment in such
form as shall be acceptable to the Agent.


 


(g)                     Representations and Warranties;
No Event of Default.  The
representations and warranties contained in Section 6 of the Credit
Agreement and this Third Amendment, and of each Loan Party in each of the other
Loan Documents, are true and correct on and as of the date of this Third
Amendment with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which relate solely to an earlier date or time, which representations and
warranties were true and correct on and as of the specific dates or times
referred to therein), each of the Loan Parties has performed and complied with
all covenants and conditions hereof and thereof, and no Event of Default or
Potential Default has occurred and is continuing or exists as of the date of
this Third Amendment; and by its execution and delivery of this Third
Amendment, the Borrower and each other Loan Party certifies to each such
effect.


 


(h)                     Payment of Fees.  The Borrower has paid, or caused to be paid,
all fees, costs and expenses payable to the Agent or for which the Agent is
entitled to be reimbursed, including but not limited to (i) the reasonable
fees and expenses of the Agent’s legal counsel and (ii) a closing fee
payable to each Lender equal to five (5) basis points on any existing
Revolving Credit Commitments and twenty-five (25) basis points on any new
Revolving Credit Commitments made in connection with this Third Amendment.


 


6

















 


(i)                         Consents.  All material consents required to effectuate
the transactions contemplated by this Third Amendment have been obtained.


 


(j)                         Legal Details.  All legal details and proceedings in
connection with the transactions contemplated by this Third Amendment are in
form and substance satisfactory to the Agent and counsel for the Agent, and the
Agent has received all such other counterpart originals or certified or other
copies of such documents and proceedings in connection with such transactions,
in form and substance satisfactory to the Agent and its counsel, as the Agent
or its counsel may reasonably request.


 


4.                                       Representations
and Warranties.  By its execution and
delivery of this Third Amendment to the Agent, the Borrower and each of the
other Loan Parties represents and warrants to the Agent and the Lenders as
follows:


 


(a)                      Authorization, Etc.  Each Loan Party has duly authorized, executed
and delivered this Third Amendment.


 


(b)                     Material Adverse Change.  After giving effect to this Third Amendment,
no Material Adverse Change shall have occurred with respect to the Borrower or
any of the other Loan Parties since the Closing Date of the Credit Agreement.


 


(c)                      Litigation.  After giving effect to this Third Amendment,
there are no actions, suits, investigations, litigation or governmental
proceedings pending or, to the Borrower’s or any other Loan Party’s knowledge,
threatened against any of the Loan Parties that could reasonably be expected to
result in a Material Adverse Change.


 


5.                                       Miscellaneous.


 


(a)                      Full Force and Effect.  All provisions of the Credit Agreement and
the other Loan Documents remain in full force and effect on and after the date
of this Third Amendment and the date hereof except as expressly amended
hereby.  The parties do not amend any
provisions of the Credit Agreement or any other Loan Document except as
expressly amended hereby.


 


(b)                     Counterparts.  This Third Amendment may be signed in
counterparts (by facsimile transmission or otherwise) but all of which together
shall constitute one and the same instrument.


 


(c)                      Incorporation into Credit
Agreement.  This Third Amendment shall
be incorporated into the Credit Agreement by this reference.  All representations, warranties, Events of
Default and covenants set forth herein shall be a part of the Credit Agreement
as if originally contained therein.


 


(d)                     Governing Law.  This Third Amendment shall be deemed to be a
contract under the Laws of the Commonwealth of Pennsylvania and for all
purposes shall be governed by and 


 


7

















 


construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.


 


(e)                      No Novation.  Except as amended hereby, all of the terms
and conditions of the Credit Agreement and the other Loan Documents shall
remain in full force and effect.  The
Borrower, the other Loan Parties, each Lender, and the Agent acknowledge and
agree that this Third Amendment is not intended to constitute, nor does it
constitute, a novation, interruption, suspension of continuity, satisfaction,
discharge or termination of the obligations, loans, liabilities, or
indebtedness under the Credit Agreement or the other Loan Documents.


 


[SIGNATURE
PAGES FOLLOW]


 


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[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT
AGREEMENT]


 


IN WITNESS WHEREOF, the parties hereto, by
their officers thereunto duly authorized, have executed this Third Amendment as
of the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  RHINO ENERGY LLC, a Delaware limited

  liability company formerly known as “CAM

  Holdings LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A.
  BOONE                             (SEAL)

  
	
   

  	
  Name:

  	
  Richard A.
  Boone

  
	
   

  	
  Title:

  	
  Sr. VP &
  CFO

  
				



 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  CAM MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A.
  Boone

  
	
   

  	
  Title: 

  	
  Sr. VP &
  CFO

  
				



 


 


	
   

  	
  CAM-BB LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A.
  Boone

  
	
   

  	
  Title: 

  	
  Sr. VP &
  CFO

  
				



 


 


	
   

  	
  CAM-KENTUCKY REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A.
  Boone

  
	
   

  	
  Title:

  	
  Sr. VP &
  CFO

  
				



 

















 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  RHINO NORTHERN HOLDINGS LLC,
 formerly known as “CAM-Ohio Holdings LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM COAL TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEESVILLE LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM AIRCRAFT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOPEDALE MINING LLC, formerly known as

  “CAM-Ohio LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
				



 

















 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  CAM-OHIO REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPRINGDALE LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM-COLORADO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TAYLORVILLE MINING LLC, formerly known

  as “CAM-Illinois LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLINTON STONE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
				



 

















 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT
AGREEMENT]


 


	
   

  	
  McCLANE CANYON MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO COALFIELD SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO RECLAMATION SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANDS HILL MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RHINO SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
				



 

















 


[SIGNATURE
PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  DEANE MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RESERVE HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title: 

  	
  Sr. VP & CFO

  
				



 

















 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT
AGREEMENT]


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RICHARD C. MUNSICK

  
	
   

  	
  Name:

  	
  Richard C. Munsick

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
				



 

















 


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  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ STEPHEN J. HOFFMAN

  
	
   

  	
  Name:

  	
  Stephen J. Hoffman

  
	
   

  	
  Title: 

  	
  Managing Director

  
				



 

















 


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  THE HUNTINGTON NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ L. BLAIR DEVAN

  
	
   

  	
  Name:

  	
  L. Blair DeVan

  
	
   

  	
  Title: 

  	
  Vice President

  
				



 

















 


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  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DAVID M. METZ

  
	
   

  	
  Name:

  	
  David M. Metz

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
				



 

















 


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  RAYMOND JAMES BANK, FSB, individually

  and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ANDREW D. HAHN

  
	
   

  	
  Name:

  	
  Andrew D. Hahn

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
				



 

















 


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  ROYAL  BANK OF CANADA.,
  individually and

  as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DON J. MCKINNERNEY

  
	
   

  	
  Name:

  	
  Don J. Mckinnerney

  
	
   

  	
  Title: 

  	
  Authorized Signatory

  
				



 

















 


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  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ BRYAN READ

  
	
   

  	
  Name:

  	
  Bryan Read

  
	
   

  	
  Title: 

  	
  Vice President

  
				



 

















 


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  WACHOVIA  BANK,
  NATIONAL

  ASSOCIATION, individually and as Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JONATHAN R. RICHARDSON

  
	
   

  	
  Name:

  	
  Jonathan R. Richardson

  
	
   

  	
  Title:

  	
  Senior Vice President

  
				



 

















 


SCHEDULE 1.1(B)


 


COMMITMENTS OF LENDERS AND
ADDRESSES FOR NOTICES


 


Part 1 - Commitments of
Lenders and Addresses for Notices to Lenders


 


	
  Lender

  	
   

  	
  Amount of

  Commitment for

  Revolving Credit

  Loans

  	
   

  	
  Ratable Share

  	
   

  
	
  Name: 

  Address:

  

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  Bank of
  America, N.A.

  100 Federal Street

  Mail Code MA5-100-09-08

  Boston, Massachusetts 02110

  Robert Valbona

  (617) 434-3384 

  (617) 434-3652

  robert.d.valbona@bankofamerica.com

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  10.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  The
  Huntington National Bank 

  900 Lee Street - 2nd Floor

  Charleston, West Virginia 25301

  L. Blair DeVan, Vice President

  (304) 348-7138

  (304) 348-5055

  blair.devan@huntington.com

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  10.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  National
  City Bank

  101 South Fifth Street, 31-T37M

  Louisville, Kentucky 40202

  David M. Metz, Senior Vice President

  (502) 581-7631

  (502) 581-6365

  david.metz@nationalcity.com

  	
   

  	
  $

  	
  31,500,000

  	
   

  	
  15.75000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  

  Attention:

  

  Telephone:

  Telecopy:

  Email:

  	
  PNC Bank,
  National Association 

  One PNC Plaza

  249 Fifth Avenue

  Pittsburgh, Pennsylvania 15222

  Richard C. Munsick

  Senior Vice President

  (412) 762-4299

  (412) 762-6484 

  richard.munsick@pnc.com

  	
   

  	
  $

  	
  31,500,000

  	
   

  	
  15.75000000000

  	
  %

  



 

















 


	
  Name:

  Address:

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  Raymond
  James Bank, FSB 

  710 Carillon Parkway

  St. Petersburg, Florida 33716

  Andrew D. Hahn, Vice President

  (727) 567-7762

  (727) 567-8830

  andrew.hahn@raymondjames.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  Royal Bank
  of Canada

  3900 Williams Tower

  2800 Post Oak Boulevard

  Houston, Texas 77056 

  Don McKinnerney

  (713) 403-5607

  (713) 403-5624 

  don.mckinnerney@rbccm.com

  	
   

  	
  $

  	
  16,000,000

  	
   

  	
  8.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  

  Attention:

  Telephone:

  Telecopy:

  Email:

  	
  Union Bank
  of California, N.A. 

  Energy Capital Services

  445 S. Figueroa Street, 15th Floor

  Los Angeles, California 90071

  Bryan Read, Vice President 

  (213) 236-4128

  (213) 236-4096 

  bryan.read@uboc.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Address:

  

  Attention:

  

  Telephone:

  Telecopy:

  Email:

  	
  Wachovia
  Bank, National Association 

  201 S. Jefferson Street, 2nd Floor

  Roanoke, Virginia 24011

  Jonathan R. Richardson,

  Vice President

  (540) 563-7691

  (540) 563-6320 

  jonathan.richardson@wachovia.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  100

  	
  %