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