EXHIBIT 10.3


 


SECOND AMENDMENT TO


CREDIT AGREEMENT AND CONSENT


 


THIS
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the “Second
Amendment”) is dated as of March 8, 2007, effective as of January 1,
2007, 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 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 and certain of the other Loan Documents and consent to (i) the
amendment of certain of the Loan Parties’ organizational documents to reflect
the change of the names of such Loan Parties; (ii) the relinquishment by
Wexford Capital LLC (“Wexford Capital”) of all of its zero percent
(0.0%) member interests in all of the Loan Parties other than the Borrower (the
“Non-Borrower Loan Parties”) as of September 13, 2006 , and the
cancellation of such relinquished zero percent (0.0%) member interests (the “Wexford
Relinquishment”); (iii) the amendment of each Non-Borrower Loan Party’s
organizational documents to name the parent company of each Non-Borrower Loan
Party as each such Non-Borrower Loan Party’s manager in place of Wexford
Capital, (iv) the amendment of each Loan Party’s (other than CAM Aircraft
LLC and CAM-Colorado LLC) organizational documents to grant the manager of each
of such Loan Parties the right to convert each such Loan Party to a corporation
and other rights related thereto (other than CAM Aircraft LLC and CAM-Colorado
LLC, whose managers already possessed such right), all as set forth in Section 4.7
of each Loan Party’s limited liability operating agreement, a true and correct
copy of each of which has been previously delivered to the Agent (the “Conversion
Rights”); (v) the correction of the incorrect listing in the Credit
Agreement and the Pledge Agreement (Borrower) of Wexford Absolute Return Fund,
L.P. (“Wexford Absolute”) as an owner of a 22.4/100 of one percent
(.224%) common interest in the Borrower and a 1.5/100 of one percent (.015%)
preferred interest in the Borrower (collectively, the “Conveyed Interests”),
when Wexford Absolute had previously conveyed the Conveyed Interests to Wexford
Spectrum Fund Liquidating LLC (“Wexford Spectrum”) prior to the
execution of the Credit Agreement and the Pledge Agreement (Borrower); (vi) the
conversion of the applicable Loan Parties’ LLC Interests which had previously
been “certificated securities” (as defined in the applicable Uniform Commercial
Code) to uncertificated LLC Interests and any amendment of those Loan Parties’
organizational 


 

















 


documents to
reflect such conversion; and (vii) the transfer of Subsidiary Shares, LLC
Interests and Partnership Interests to Loan Parties; all pursuant to the terms
and subject to the applicable conditions and requirements set forth herein, and
the Required Lenders (as defined in the Credit Agreement) have agreed to amend
the Credit Agreement and such other Loan Documents and grant such consent 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.                                       Consent
of the Lenders.  The Agent and the
Lenders hereby consent to the following:


 


(a)                                  As
to Name Changes of Borrower and certain other Loan Parties in Credit Agreement
and other Loan Documents.  The
Borrower’s and certain of the other Loan Parties’ amendment of their respective
organizational documents to reflect the changes of their respective entity
names as follows:  (i) “CAM Holdings
LLC” to “Rhino Energy LLC”; (ii) “CAM-Ohio 
Holdings LLC” to “Rhino Northern Holdings LLC”; (iii) “CAM-Ohio LLC”
to “Hopedale Mining LLC”; and (iv) “CAM-Illinois LLC to “Taylorville
Mining LLC”, effective as of the Second Amendment Effective Date (as defined
below).


 


(b)                                 As
to Wexford Relinquishment.  The
Wexford Relinquishment by the Non-Borrower Loan Parties, as the issuers of the
applicable membership interests subject to the Wexford Relinquishment, and any
amendments to the organizational documents of the such issuers as necessary to
reflect the Wexford Relinquishment, all on terms and conditions acceptable to
the Agent, effective as of September 13, 2006.  The Lenders hereby grant to the Agent the
authority to return to the Borrower, upon the Borrower’s request, any
certificates in the Agent’s possession evidencing such membership interests.


 


(c)                                  As
to Changes of Non-Borrower Loan Party Managers.  Each Non-Borrower Loan Party’s amendment of
their respective organizational documents to name the parent company of each
Non-Borrower Loan Party as each such Non-Borrower Loan Party’s manager in place
of Wexford Capital, all on terms and conditions acceptable to the Agent,
effective as of September 13, 2006.


 


(d)                                 As
to Conversion Rights, Etc.  Each Loan
Party’s (other than CAM Aircraft LLC and CAM-Colorado LLC) amendment of their
respective organizational documents to grant the manager of each of such Loan
Parties the Conversion Rights, all on terms and conditions acceptable to the
Agent, effective as of September 7, 2006 for the Borrower and as of September 13,
2006 for all of such other Loan Parties; subject, however, to the
Borrower’s and each other Loan Party’s express acknowledgement and agreement
hereunder that:


 


2

















 


(i)                                     in
no case shall the Agent’s and the Lenders’ consent under this Section 2(d) constitute
or be deemed to constitute any actual or implied consent, approval, waiver or
agreement to the exercise of any such Conversion Rights with respect to the
Borrower, any Loan Party or any of their respective Subsidiaries; and


 


(ii)                                  any
exercise of any of the Conversion Rights with respect to the Borrower, any Loan
Party or any of their respective Subsidiaries shall be expressly subject to
compliance with the terms and conditions of the Credit Agreement and any other
Loan Document.


 


(e)                                  As
to Conversion of Certificated LLC Interests.  The conversion of the applicable Loan Parties’
LLC Interests which had previously been certificated securities to
uncertificated LLC Interests and any amendment of those Loan Parties’
organizational documents to reflect such conversion, as long as (i) written
notice of such conversion and copies of any such amendments and all limited
liability company action in connection therewith are delivered to the Agent,
and (ii) all of the Loan Parties are in compliance with, and such conversion
and the effect of such conversion complies with, the terms and conditions of
the Credit Agreement and any other applicable Loan Document, including without
limitation the continuing Lien of the Agent for the benefit of itself and the
Lenders thereunder, and no Potential Default or Event of Default has occurred
and is continuing or exists or would result therefrom.  The Lenders hereby grant to the Agent the
authority to return to the Borrower, upon the Borrower’s request, any
certificates in the Agent’s possession evidencing such LLC Interests upon such
conversion.  Until all of the foregoing
in this subsection (e) shall have been satisfied, no such conversion shall
be binding upon the Agent or the Lenders, and the Agent and the Lenders shall
be entitled to treat all of the LLC Interests as certificated securities for
any and all purposes, including without limitation, with respect to the Liens
thereon, any and all rights and remedies with respect thereto, and any and all
related action.


 


(f)                                    As
to Transfers of LLC Interests, Etc. 
The transfer of Subsidiary Shares, LLC Interests and Partnership
Interests to any Loan Party as long as (i) prior written notice thereof is
delivered to the Agent, (ii) the Loan Parties provide supplemental
Schedules to the Credit Agreement and other Loan Documents, as applicable, to
reflect such transfer, and (iii) all of the Loan Parties are in compliance
with, and such transfer and the effect of such transfer otherwise complies
with, the terms and conditions of the Credit Agreement and any other applicable
Loan Document, including without limitation the continuing Lien of the Agent
for the benefit of itself and the Lenders thereunder.


 


3.                                       Amendments
to Credit Agreement and other Loan Documents.  The Credit Agreement and the other Loan
Documents are 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:


 


“Second Amendment shall mean that
certain Second Amendment to Credit Agreement and Consent, dated as of March 8,
2007, among the Borrower, the Guarantors, the Lenders party thereto and the
Agent.”


 


3

















 


“Second Amendment Effective Date shall
mean the effective date of the Second Amendment in accordance with its terms.”


 


(b)                                 Amendments
as to Name Changes of Borrower and certain other Loan Parties in Credit
Agreement and other Loan Documents. 
Each and every reference to:  (i) “CAM
Holdings LLC” in the Credit Agreement and the other Loan Documents is hereby
amended to read “Rhino Energy LLC”; (ii) “CAM-Ohio  Holdings LLC” in the Credit Agreement and the
other Loan Documents is hereby amended to read “Rhino Northern Holdings LLC”; (iii) “CAM-Ohio
LLC” in the Credit Agreement and the other Loan Documents is hereby amended to
read “Hopedale Mining LLC”; and (iv) “CAM-Illinois LLC” in the Credit
Agreement and the other Loan Documents is hereby amended to read “Taylorville
Mining LLC”.


 


(c)                                  As
to Wexford Relinquishment, Correction of Conveyed Interests by Wexford Absolute
to Wexford Spectrum, Conversion of Certified LLC Interests, and Transfer of
Certain Loan Party Ownership.  (i) Schedule
6.1.2 [Capitalization], Schedule 6.1.3 [Subsidiaries] and Schedule
6.1.29 [Partnership Agreements; LLC Agreements] of the Credit Agreement are
hereby amended and restated in their entirety to read as Schedule 6.1.2
[Capitalization], Schedule 6.1.3 [Subsidiaries] and Schedule 6.1.29
[Partnership Agreements; LLC Agreements] attached hereto, (ii) Schedule A
to the Pledge Agreement (Borrower) is hereby amended and restated in its
entirety to read as Schedule A to Pledge Agreement (Borrower) attached hereto,
and (iii) Schedule A to the Pledge Agreement, dated as of August 30,
2006, by and among the Borrower, Wexford Capital and the other Pledgors parties
thereto in favor of the Agent is hereby amended and restated in its entirety to
read as Schedule A to Pledge Agreement attached hereto; all of the foregoing as
applicable in order to reflect the (i) Wexford Relinquishment as of September 13,
2006, (ii) the correction of the ownership of the Conveyed Interests of
Wexford Absolute transferred to Wexford Spectrum as of August 30, 2006, (iii) the
conversion of the LLC Interests from certificated securities to uncertificated
LLC Interests, and (iv) transfers of LLC Interests by the Loan Parties to
any other Loan Parties.


 


4.                                       Conditions
to Closing.  This Second Amendment
shall have an effective date of January 1, 2007 subject to each of
the following conditions having been satisfied to the satisfaction of the Agent
(the “Second Amendment Effective Date”):


 


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


 


(b)                                 Representations
and Warranties; No Event of Default. 
The representations and warranties contained in Section 6 of the
Credit Agreement and this Second Amendment, and of each Loan Party in each of
the other Loan Documents, are true and correct on and as of the Second
Amendment Effective Date 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 


 


4

















 


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
Second Amendment Effective Date; and by its execution and delivery of this
Second Amendment, the Borrower and each other Loan Party certifies to each such
effect.


 


(c)                                  Payment
of Fees.  The Borrower has paid or
caused to be paid to the all fees, costs and expenses payable to the Agent or
for which the Agent is entitled to be reimbursed, including but not limited to
the reasonable fees and expenses of the Agent’s legal counsel.


 


(d)                                 Consents.  All material consents required to effectuate
the transactions contemplated by this Second Amendment and the other Loan
Documents have been obtained.


 


(e)                                  Legal
Details.  All legal details and
proceedings in connection with the transactions contemplated by this Second
Amendment and the other Loan Documents 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.


 


5.                                       Representations
and Warranties.  By its execution and
delivery of this Second 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 Second Amendment.


 


(b)                                 Material
Adverse Change.  After giving effect
to this Second 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 Second 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.


 


6.                                       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 Second Amendment Effective Date 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 Second Amendment may be signed in
counterparts (by facsimile transmission or otherwise) but all of which together
shall constitute one and the same instrument.


 


5

















 


(c)                                  Incorporation
into Credit Agreement.  This Second
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 Second 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 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 Second 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]


 


6














 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


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. Vice President and CFO

  



 


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  CAM MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:  Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  



 


	
   

  	
  CAM-BB LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:  Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  



 


	
   

  	
  CAM-KENTUCKY REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:  Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  RHINO NORTHERN HOLDINGS LLC,

  
	
   

  	
  formerly known as “CAM-Ohio Holdings LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM COAL TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:  Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEESVILLE LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:  Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM AIRCRAFT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name:   Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOPEDALE MINING LLC, formerly known as

  
	
   

  	
  “CAM-Ohio LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  
	
   

  	
  Title: Sr. Vice President and CFO

  
					



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  CAM-OHIO REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  	
   

  
	
   

  	
  Title: Sr. Vice President and CFO

  
				



 


 


	
   

  	
  SPRINGDALE LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  	
   

  
	
   

  	
  Title: Sr. Vice President and CFO

  
				



 


 


	
   

  	
  CAM-COLORADO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  	
   

  
	
   

  	
  Title: Sr. Vice President and CFO

  
				



 


 


	
   

  	
  TAYLORVILLE MINING LLC, formerly known

  
	
   

  	
  as “CAM-Illinois LLC”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ RICHARD A. BOONE

  
	
   

  	
  Name: Richard A. Boone

  	
   

  
	
   

  	
  Title: Sr. Vice President and CFO

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HOLLY L. KAY

  
	
   

  	
  Name: 

  	
  Holly L. Kay

  
	
   

  	
  Title: 

  	
  Corporate Banking Officer

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ STEPHEN J. HOFFMAN

  
	
   

  	
  Name:

  	
  Stephen J. Hoffman

  
	
   

  	
  Title: 

  	
  Managing Director

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  THE HUNTINGTON NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ L. BLAIR DEVAN

  
	
   

  	
  Name: 

  	
  L. Blair DeVan

  
	
   

  	
  Title: 

  	
  Vice President

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ DAVID M. METZ

  
	
   

  	
  Name: 

  	
  David M. Metz

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
				



 

















 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  RAYMOND JAMES BANK, FSB, individually

  and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ANDREW D. HAHN

  
	
   

  	
  Name:

  	
  Andrew D. Hahn

  
	
   

  	
  Title:

  	
  Vice President

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  ROYAL  BANK OF CANADA.,
  individually and

  as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DON J. MCKINNERNEY

  
	
   

  	
  Name: 

  	
  Don J. McKinnerney

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ BRYAN READ

  
	
   

  	
  Name: 

  	
  Bryan Read

  
	
   

  	
  Title: 

  	
  Vice President

  
				



 

















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT
AGREEMENT AND CONSENT]


 


 


	
   

  	
  WACHOVIA  BANK,
  NATIONAL

  ASSOCIATION, individually and as Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JONATHAN R. RICHARDSON

  
	
   

  	
  Name: 

  	
  Jonathan R. Richardson

  
	
   

  	
  Title: 

  	
  Vice President