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.”


 


2

















 


(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”


 


3

















 


(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]


 


8






 










 


[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

  



 

















 


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  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

  



 

















 


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  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

  



 

















 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  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

  



 

















 


[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  WACHOVIA  BANK, NATIONAL ASSOCIATION, individually and as
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan R. Richardson

  
	
   

  	
  Name:

  	
  Jonathan
  R. Richardson

  



 

















 


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:                                                            Bank of
  America, N.A.

  Address:                                               100 Federal
  Street

                                                                                                  Mail Code
  MA5-100-09-08

                                                                                                  Boston,
  Massachusetts  02110

  Attention:                                         Robert
  Valbona

  Telephone:                                    (617)
  434-3384

  Telecopy:                                           (617)
  434-3652

  Email:                                                             robert.d.valbona@bankofamerica.com

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  10.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            The
  Huntington National Bank

  Address:                                               900 Lee
  Street - 2nd Floor

                                                                                                  Charleston,
  West Virginia  25301

  Attention:                                         L. Blair
  DeVan, Vice President

  Telephone:                                    (304)
  348-7138

  Telecopy:                                           (304)
  348-5055

  Email:                                                             blair.devan@huntington.com

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  10.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            National City
  Bank

  Address:                                               101 South
  Fifth Street, 31-T37M

                                                                                                  Louisville,
  Kentucky  40202

  Attention:                                         David M.
  Metz, Senior Vice President

  Telephone:                                    (502)
  581-7631

  Telecopy:                                           (502)
  581-6365

  Email:                                                             david.metz@nationalcity.com

  	
   

  	
  $

  	
  31,500,000

  	
   

  	
  15.75000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            PNC Bank,
  National Association

  Address:                                               One PNC Plaza

                                                                                                  249 Fifth
  Avenue

                                                                                                  Pittsburgh,
  Pennsylvania 15222

  Attention:                                         Richard C.
  Munsick

  Senior Vice President

  Telephone:                                    (412)
  762-4299

  Telecopy:                                           (412)
  762-6484

  Email:                                                             richard.munsick@pnc.com

  	
   

  	
  $

  	
  31,500,000

  	
   

  	
  15.75000000000

  	
  %

  



 

















 


	
  Name:                                                            Raymond James
  Bank, FSB

  Address:                                               710 Carillon
  Parkway

  St. Petersburg,
  Florida  33716

  Attention:                                         Andrew D.
  Hahn, Vice President

  Telephone:                                    (727)
  567-7762

  Telecopy:                                           (727) 567-8830

  Email:                                                             andrew.hahn@raymondjames.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            Royal Bank of
  Canada

  Address:                                               3900 Williams
  Tower

  2800 Post Oak Boulevard

  Houston, Texas  77056

  Attention:                                         Don
  McKinnerney

  Telephone:                                    (713)
  403-5607

  Telecopy:                                           (713) 403-5624

  Email:                                                             don.mckinnerney@rbccm.com

  	
   

  	
  $

  	
  16,000,000

  	
   

  	
  8.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            Union Bank of
  California, N.A.

  Address:                                               Energy
  Capital Services

  445 S. Figueroa Street, 15th Floor

  Los Angeles,
  California  90071

  Attention:                                         Bryan Read,
  Vice President

  Telephone:                                    (213)
  236-4128

  Telecopy:                                           (213)
  236-4096

  Email:                                                             bryan.read@uboc.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:                                                            Wachovia
  Bank, National Association

  Address:                                               201 S.
  Jefferson Street, 2nd Floor

  Roanoke, Virginia  24011

  Attention:                                         Jonathan R.
  Richardson,

  Vice President

  Telephone:                                    (540)
  563-7691

  Telecopy:                                           (540)
  563-6320

  Email:                                                             jonathan.richardson@wachovia.com

  	
   

  	
  $

  	
  27,000,000

  	
   

  	
  13.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  100

  	
  %