EXHIBIT 10.5


 


FOURTH AMENDMENT TO


CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (the “Fourth Amendment”) is dated as of May 15,
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 amended by that certain Third Amendment
to Credit Agreement, dated February 29, 2008 (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
amending the definition of “Excluded Subsidiaries” and the definition of
Collateral in the Security Agreements to exclude all titled motor vehicles, 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 Definition.  Section 1.1 [Certain Definitions] of the
Credit Agreement is hereby amended to insert the following new definition in
the appropriate alphabetical order therein:


 


“Fourth Amendment shall mean that certain Fourth Amendment to
Credit Agreement, dated as of May 15, 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 - Colorado LLC,
Taylorville Mining LLC, Rhino Energy, and Rhino Energy WV LLC and any of their
respective Subsidiaries now existing or hereafter acquired.”


 


“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.”


 


(c)       Dividends and Related
Distributions.  Subsection 8.2.5 (i) of
the Credit Agreement shall be amended and restated as follows:


 


“(i)  upon ten (10) Business Days prior notice to the Agent,
Borrower may transfer equity interests in any Excluded Subsidiary (other than
any Subsidiaries of Rhino Energy WV, LLC with regard to which the restrictions
in this paragraph shall not apply and whose equity interests may be transferred
without regard to the procedures and restrictions below), provided, however,
(a) that no uncured Event of Default shall be in existence at the time of
such transfer, (b) that at the time of such transfer, the Loan Parties can
demonstrate pro forma compliance with the covenants after taking into account
such transfer by delivering to the Agent a Compliance Certificate, and (c) that
the Borrower shall deliver any documentation related to such transfer, which
such documentation shall be reasonably satisfactory, in form and substance, to
the Agent; and upon such transfer, such Excluded Subsidiary shall cease to be a
Loan Party and shall be released as a Guarantor, and the pledge of the equity
interest therein and the security interest in after-acquired property of such
Excluded Subsidiary shall be released;”


 


(d)       Disposition of Assets
or Subsidiaries.  Subsection 8.2.7 (v) of
the Credit Agreement shall be amended and restated as follows:


 


“(v) any sale, conveyance, assignment, lease, abandonment or other
transfer or disposal of assets of the Excluded Subsidiaries.”


 


(e)       Subsidiaries,
Partnerships and Joint Ventures.  Section 8.2.9
of the Credit Agreement shall be amended and restated as follows:


 


“8.2.9      Subsidiaries, Partnerships and Joint
Ventures.


 


Each
of the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
own or create directly or indirectly any Subsidiaries other than:  (i) any Subsidiary which has joined this
Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed
after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18
[Joinder of Guarantors], provided that the Required Lenders shall have
consented 


 


2

















 


to such formation and joinder and such Subsidiary (other than Rhino
Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter
acquired)) 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 Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter
acquired)).  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 and Rhino Energy WV LLC and
its Subsidiaries (now existing or hereafter acquired)), 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 and Rhino Energy WV LLC and its
Subsidiaries (now existing or hereafter acquired)).”


 


(f)      Joinder of Guarantors. 
The last sentence of Section 11.18 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 and Rhino Energy WV LLC and its Subsidiaries (now existing or
hereafter acquired) 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 by Rhino Energy
or Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter
acquired), or (c) be required to have pledged any ownership interests held
by it or any Loan Party in Rhino Energy or the Subsidiaries of Rhino Energy WV
LLC (now existing or hereafter acquired).”


 


3.             Conditions to Closing.  This Fourth Amendment shall become effective
on the date of this Fourth 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 Fourth Amendment.  The
Borrower, the other Loan Parties, the Required Lenders, and the Agent shall
have executed this Fourth Amendment, and all other documentation necessary for
effectiveness of this Fourth Amendment shall have been executed and delivered
all to the satisfaction of the Borrower, the Required Lenders and the Agent.


 


(b)       Security Agreement.  The Loan Parties shall have executed and
delivered to Agent and amendment to Security Agreements, each in form and
substance satisfactory to the Agent.


 


(c)       Officer’s Certificate.  There shall be delivered to the Agent a
certificate of the Loan Parties, dated the date of the Fourth 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 Fourth Amendment with the 


 


3

















 


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 Fourth Amendment; and (iii) no
Event of Default or Potential Default under the Credit Agreement shall have
occurred and be continuing or shall exist.


 


(d)       Representations and
Warranties; No Event of Default.  The
representations and warranties contained in Section 6 of the Credit
Agreement and this Fourth 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 Fourth
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 Fourth Amendment; and by its execution and delivery of this Fourth
Amendment, the Borrower and each other Loan Party certifies to each such
effect.


 


(e)       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 the reasonable fees and
expenses of the Agent’s legal counsel.


 


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


 


(g)       Legal Details.  All legal details and proceedings in connection
with the transactions contemplated by this Fourth 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 Fourth
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 Fourth Amendment.


 


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


 


4

















 


(c)       Litigation.  After giving effect to this Fourth 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 Fourth 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 Fourth 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 Fourth
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 Fourth 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 Fourth 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 FOURTH  AMENDMENT TO
CREDIT AGREEMENT]


 


IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Fourth 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/
  Joseph R. Miller

  	
  (SEAL)

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  CAM
  MINING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAM-BB
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAM-KENTUCKY
  REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAM
  COAL TRADING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEESVILLE
  LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAM
  AIRCRAFT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOPEDALE
  MINING LLC, formerly known as “CAM-Ohio LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:

  	
  VP

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  CAM-OHIO
  REAL ESTATE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPRINGDALE
  LAND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAM-COLORADO
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
  TAYLORVILLE
  MINING LLC, formerly known as “CAM-Illinois LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLINTON
  STONE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  McCLANE
  CANYON MINING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
  RHINO
  COALFIELD SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
  RHINO
  RECLAMATION SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANDS
  HILL MINING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
  RHINO
  SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  



 














 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  DEANE
  MINING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
  RESERVE
  HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RHINO
  TRUCKING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Joseph R. Miller

  
	
   

  	
  Name:
  

  	
  Joseph
  R. Miller

  
	
   

  	
  Title:
  

  	
  VP

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, individually and as
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard C. Munsick

  
	
   

  	
  Name:

  	
  Richard
  C. Munsick

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen Hoffman

  
	
   

  	
  Name:

  	
  Stephen
  Hoffman

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  THE
  HUNTINGTON NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Don Robinson

  
	
   

  	
  Name:

  	
  Don
  Robinson

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Metz

  
	
   

  	
  Name:

  	
  David
  M. Metz

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  RAYMOND
  JAMES BANK, FSB, individually and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  ROYAL  BANK OF CANADA.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jay T. Sartain

  
	
   

  	
  Name:

  	
  Jay
  T. Sartain

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
  UNION
  BANK OF CALIFORNIA, N.A., individually and as
  Co-Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Reeves

  
	
   

  	
  Name:

  	
  Richard
  Reeves

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jonathan R. Richardson

  
	
   

  	
  Name:

  	
  Jonathan
  R. Richardson

  
	
   

  	
  Title:

  	
  Senior
  Vice President