EXHIBIT 10.2


 


FIRST AMENDMENT TO


CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First
Amendment”) is dated as of December 28, 2006, and is made by and among
CAM HOLDINGS LLC, a Delaware limited
liability company (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, 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, 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.


 


(a)     Definitions.


 


(i)      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:


 


“First Amendment shall mean that certain
First Amendment to Credit Agreement, dated as of December 28, 2006, among
the Borrower, the Guarantors, the Lenders party thereto and the Agent.”


 


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


 


“Rhino Energy shall mean Rhino Energy
Services LLC, a Delaware limited liability company newly-formed immediately
before or after the First


 

















 


Amendment
Effective Date, which shall be fifty percent (50%) owned by the Borrower.”


 


“Rhino Trucking shall mean Rhino Trucking
LLC, a Delaware limited liability company newly-formed immediately before or
after the First Amendment Effective Date, which shall be one hundred percent
(100%) owned by Rhino Energy.”


 


(ii)           Definition of Excluded
Subsidiaries.  The
definition of Excluded Subsidiaries set forth in Section 1.1 [Certain
Definitions] of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“Excluded Subsidiaries shall mean
individually and collectively, CAM - Illinois LLC, CAM - Colorado LLC, Rhino
Energy and any of their respective Subsidiaries.”


 


(iii)          Definition of
Guarantor.  The
definition of Guarantor set forth in Section 1.1 [Certain Definitions] of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“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.”


 


(b)     Section 8.2.7
[Dispositions of Assets or Subsidiaries].  Clause (v) of Section 8.2.7
[Dispositions of Assets or Subsidiaries] of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


“(v) any sale, conveyance, assignment, lease, abandonment or other
transfer or disposal of assets of the Excluded Subsidiaries, provided
that and as long as each of the Excluded Subsidiaries, other than Rhino Energy
and Rhino Trucking, owns only real property interests and permits in either
Colorado or Illinois.”


 


(c)     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 its Subsidiaries, 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 and its Subsidiaries.  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


 


2

















 


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 and its Subsidiaries, 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.”


 


(d)     Section 11.18 [Joinder
of Guarantors].  Section 11.18
[Joinder of Guarantors] of the Credit Agreement is hereby amended by inserting
at the end thereof the following new sentence:


 


“Notwithstanding
the foregoing or anything else contained in this Agreement, upon and after the
First Amendment Effective Date, neither Rhino Energy or any of its Subsidiaries
shall (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 by Rhino Energy or any of its
Subsidiaries, or (c) be required to have pledged any ownership interests
held by it or any Loan Party in Rhino Energy or Rhino Energy’s Subsidiaries.”


 


3.             Conditions to Closing.  The foregoing amendments contained in Section 2
of this First Amendment shall have an effective date and this First Amendment
shall be dated the date upon which each of the following conditions has been
satisfied to the satisfaction of the Agent (the “First Amendment Effective
Date”):


 


(a)           Execution and Delivery of First Amendment.  The Borrower, the other Loan Parties, the
Required Lenders, and the Agent shall have executed this First Amendment, and
all other documentation necessary for effectiveness of this First 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 First Amendment, and of each
Loan Party in each of the other Loan Documents, are true and correct on and as
of the First 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 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 First Amendment Effective Date; and by its execution and
delivery of this First 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.


 


3

















 


(d)           Consents.  All material consents required to effectuate
the transactions contemplated by this First 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 First 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.


 


4.             Representations and
Warranties.  By its
execution and delivery of this First 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 First Amendment.


 


(b)           Material
Adverse Change.  After
giving effect to this First 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 First 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 remain
in full force and effect on and after the First Amendment Effective Date and
the date hereof except as expressly amended hereby.  The parties do not amend any provisions of
the Credit Agreement except as expressly amended hereby.


 


(b)           Counterparts.  This First 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 First 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 First 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.


 


4

















 


(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 First 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]


 


5














 


[SIGNATURE PAGE TO FIRST 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.


 


	
   

  	
  CAM HOLDINGS LLC, a Delaware limited liability
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 FIRST AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM-OHIO
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title:

  	
  Sr. Vice President and CFO

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAM-ILLINOIS
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD A. BOONE

  
	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
  Title:

  	
  Sr. Vice President and CFO

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHRISTOPHER N. MORAVEC

  
	
   

  	
  Name:

  	
  Christopher N. Moravec

  
	
   

  	
  Title:

  	
  SVP

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ADAM H. FEY

  
	
   

  	
  Name:

  	
   Adam
  H. Fey

  
	
   

  	
  Title:

  	
     Vice
  President

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  THE HUNTINGTON NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. BLAIR DEVAN

  
	
   

  	
  Name:

  	
  L. Blair DeVan

  
	
   

  	
  Title:

  	
     Vice
  President

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  NATIONAL 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 FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


	
   

  	
  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 FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRYAN P. READ

  
	
   

  	
  Name:

  	
  Bryan P. Read

  
	
   

  	
  Title:

  	
    Vice
  President

  
					



 

















 


[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT
AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JONATHAN R. RICHARDSON

  
	
   

  	
  Name:

  	
  Jonathan R. Richardson

  
	
   

  	
  Title:

  	
    Vice
  President