Exhibit 10.8


 


SEVENTH
AMENDMENT TO CREDIT AGREEMENT


 


THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), dated as of March 31st, 2009, is made
by and among RHINO ENERGY LLC, a Delaware
limited liability company, formerly known as CAM Holdings LLC (“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 “Agent”).


 


WITNESSETH:


 


WHEREAS, Borrower, Guarantors (as defined
therein), Lenders (as defined therein) and 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
as of March 8, 2007; as amended by that certain Third Amendment to Credit
Agreement, dated as of February 29, 2008; as amended by that certain
Fourth Amendment to Credit Agreement, dated as of May 15, 2008; as amended
by that certain Fifth Amendment to Credit Agreement, dated June 1, 2008,
as amended by that certain Sixth Amendment to Credit Agreement and Amendment to
Fifth Amendment to Credit Agreement, dated November 4, 2008 (as so amended
and as the same may be further amended, modified or supplemented from time to
time, the “Credit Agreement”);


 


WHEREAS, capitalized terms used herein and
not otherwise defined herein and defined in the Credit Agreement shall have the
meanings assigned to them in the Credit Agreement;


 


WHEREAS, Borrower wishes to make certain
changes to certain covenants contained in the Credit Agreement;


 


WHEREAS, the Loan Parties now request that
Required Lenders agree to the amendments to the Credit Agreement set forth
herein; and Required Lenders are willing to accommodate the request of the Loan
Parties, subject to and on the terms and conditions set forth herein.


 


NOW, THEREFORE, the parties hereto, in
consideration of their mutual covenants and agreements hereinafter set forth,
and intending to be legally bound hereby, covenant and agree as follows:


 


1.             Amendment of Section 1.1 [Certain
Definitions].


 


(a)           The following definitions contained in Section 1.1
[Certain Definitions] are hereby amended and restated in their entirety as
follows:


 


“Availability
shall mean, as of the date of determination, an amount, which equals the lesser of (i) the
difference (if a
positive number) between the amount of the Revolving Credit Commitments as of
such date, less the Revolving Facility Usage as of such date or (ii) the
difference (if a
positive number) between the maximum pro-


 

















 


forma
amount of the available Revolving
Credit Commitments that the Borrower could draw as of such date and remain in compliance
with the covenants contained in this Agreement, less the Revolving Facility Usage as of such date.”


 


“Base
Rate shall mean, for any day, a fluctuating per annum rate of interest
equal to the highest of (i) the interest rate per annum announced from
time to time by the Agent at its Principal Office as its then prime rate, which
rate may not be the lowest rate then being charged commercial borrowers by the
Agent, (ii) the Federal Funds Open Rate plus 50 basis points (1⁄2 of 1%),
and (iii) the Daily LIBOR Rate plus 100 basis points (1%).  Interest on borrowings at the Base Rate is
calculated on an actual/360 day basis and is payable quarterly.


 


For purposes of this
definition, “Daily LIBOR Rate” shall mean, for any day, the rate per annum
determined by the Agent by dividing (x) the Published Rate by (y) a
number equal to 1.00 minus the
percentage prescribed by the Federal Reserve for determining the maximum
reserve requirements with respect to any eurocurrency funding by banks on such
day.  “Published Rate” shall mean the
rate of interest published each Business Day in The Wall Street Journal “Money
Rates” listing under the caption “London Interbank Offered Rates” for a one
month period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the eurodollar rate for a one month period as published
in another publication determined by the Agent).”


 


“Federal
Funds Open Rate shall mean the rate per annum determined by the Agent in
accordance with its usual procedures (which determination shall be conclusive
absent manifest error) to be the “open” rate for federal funds transactions for
federal funds transactions among members of the Federal Reserve System arranged
by federal funds brokers on such day, as quoted by Garvin Guybutler, any
successor entity thereto, or any other broker selected by the Agent, as set
forth on the applicable Bloomberg display page; provided, however;
that if such day is not a Business Day, the Federal Funds Open Rate for such
day shall be the “open” rate on the immediately preceding Business Day, or if
no such rate shall be quoted by a federal funds broker at such time, such other
rate as determined by the Agent in accordance with its usual procedures.  The rate of interest charged shall be
adjusted as of each Business Day based on changes in the federal funds rate
without notice to the Borrower.”


 


(b)           Section 1.1 [Certain Definitions] of
the Credit Agreement is hereby amended to insert the following new definition
in the appropriate alphabetical order therein:


 


“Seventh Amendment shall mean that certain Seventh Amendment to
Credit Agreement, dated as of March 31, 2009, among Borrower, Guarantors,
Lenders party thereto and Agent.”


 


2.             Amendment of Section 8.1.14
[Collateral and Additional Collateral, Etc.].  Section 8.1.14
(ii)(a) and Section 8.1.14 (iii)(iii)(B) of the Credit Agreement
are hereby amended to delete the phrase “(other than Property located in
Colorado or Illinois)”.


 


2

















 


3.             Amendment of Section 8.2.6
[Liquidations, Mergers, Consolidations, Acquisitions].  Section 8.2.6
(3)(vii) of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


“(vii)       If the Borrower’s pro-forma Leverage Ratio before and
after giving effect to such Permitted Acquisition and any Loan associated
therewith is (A) greater than or equal to 3.0 to 1.0, then the Borrower
shall have Availability of at least $25,000,000 after giving effect to such
Permitted Acquisition and any Loan associated therewith and (B) less than
3.0 to 1.0, then the Borrower shall have Availability of at least $15,000,000
after giving effect to such Permitted Acquisition and any Loan associated
therewith;”


 


4.             Amendment of Section 8.2.17 [Maximum
Leverage Ratio].  Section 8.2.17 of the Credit Agreement
is hereby amended and restated in its entirety and reads as follows:


 


“8.2.17    Maximum Leverage Ratio.


 


The Loan Parties shall not at any time permit the Leverage Ratio,
calculated as of the end of each fiscal quarter set forth below to exceed the
applicable ratio set forth below:


 


	
  Fiscal
  Period Then Ending

  	
   

  	
  Ratio

  
	
  March 31, 2009

  	
   

  	
  4.0 to 1.0

  
	
   

  	
   

  	
   

  
	
  June 30, 2009

  	
   

  	
  4.0 to 1.0

  
	
   

  	
   

  	
   

  
	
  September 30, 2009

  	
   

  	
  3.75 to 1.0

  
	
   

  	
   

  	
   

  
	
  December 31, 2009

  	
   

  	
  3.5 to 1.0

  
	
   

  	
   

  	
   

  
	
  March 31, 2010

  	
   

  	
  3.5 to 1.0

  
	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  3.5 to 1.0

  
	
   

  	
   

  	
   

  
	
  September 30, 2010

  	
   

  	
  3.5 to 1.0

  
	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  3.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  March 31, 2011

  	
   

  	
  3.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  June 30, 2011 and
  each fiscal quarter thereafter

  	
   

  	
  3.0 to 1.0”

  



 


3

















 


5.             Amendment of Section 8.3.3 [Annual
Financial Statements].  Section 8.3.3 of the
Credit Agreement is hereby amended and restated in its entirety and reads as
follows:


 


“8.3.3      Annual
Financial Statements.


 


As soon as available and in
any event within ninety (90) days after the end of each fiscal year of the
Borrower, financial statements of the Borrower and its Subsidiaries consisting
of a consolidated and consolidating balance sheet as of the end of such fiscal
year, and related consolidated and consolidating statements of income, retained
earnings, and cash flows for the fiscal year then ended, all in reasonable
detail and setting forth in comparative form the financial statements as of the
end of and for the preceding fiscal year, and certified by independent certified
public accountants of nationally recognized standing satisfactory to the Agent;
provided, however, notwithstanding the foregoing it is agreed that the Borrower
shall have until April 15, 2009 to provide the financial statements for
the 2008 fiscal year to the Agent and the Lenders.  The certificate or report of accountants
shall be free of qualifications (other than any consistency qualification that
may result from a change in the method used to prepare the financial statements
as to which such accountants concur) and shall not indicate the occurrence or
existence of any event, condition or contingency which would materially impair
the prospect of payment or performance of any covenant, agreement or duty of
any Loan Party under any of the Loan Documents.”


 


6.             Pricing Grid.  Schedule
1.1(A)  —  Pricing Grid of the
Credit Agreement is hereby amended and restated in its entirety as set forth on
the schedule titled as Schedule 1.1(A) — Pricing Grid
attached hereto.


 


7.             Conditions to Closing. 
This Amendment shall become effective as of March 31, 2009 provided
that each of the following conditions has been satisfied to the satisfaction of
the Agent by April 14, 2009:


 


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


 


(b)       Officer’s Certificate.  There shall
be delivered to the Agent a certificate of the Loan Parties, dated the date of
the 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 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 Amendment; and (iii) no Event of Default or 


 


4

















 


Potential Default under
the Credit Agreement shall have occurred and be continuing or shall exist.


 


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


 


(d)       Payment of Fees.  The Borrower has
paid, or caused to be paid, (i) 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,
and (ii) a closing fee equal payable to each Lender that has executed this
Amendment on or before the date hereof in an amount equal to fifty (50) basis
points of such Lender’s Commitment.


 


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


 


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


 


8.             Representations and Warranties. 
By its execution and delivery of this Amendment to Agent, Borrower and
each of the other Loan Parties represents and warrants to Agent and Lenders as
follows:


 


(a)           Authorization, Etc. 
Each Loan Party has duly authorized, executed and delivered this
Amendment.


 


(b)           Material Adverse Change. 
After giving effect to this Amendment, no Material Adverse Change shall
have occurred with respect to Borrower or any of the other Loan Parties since
the Closing Date of the Credit Agreement.


 


(c)           Litigation.  After giving
effect to this Amendment, there are no actions, suits, investigations,
litigation or governmental proceedings pending or, to 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

















 


(d)           Organizational Documents Not Amended. 
The organizational documents of such Loan Party have not been amended or
modified since copies thereof were previously delivered to Agent.


 


9.             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 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 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 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 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.  Borrower, the other Loan
Parties, each Lender, and Agent acknowledge and agree that this 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 PAGE FOLLOWS]


 


6

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


IN WITNESS WHEREOF, the parties hereto, by
their officers thereunto duly authorized, have executed this Seventh Amendment
as of the day and year first above written.


 


	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joseph R. Miller

  	
   

  	
  By:

  	
  /s/ Richard A. Boone

  
	
  Name:

  	
  Joseph R. Miller

  	
   

  	
  Name:

  	
  Richard A. Boone

  
	
  Title: 

  	
  VP, General Counsel

  	
   

  	
  Title:

  	
  Senior Vice President
  and Chief Financial Officer of each of the following companies:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RHINO ENERGY LLC

  
	
   

  	
   

  	
  CAM
  MINING LLC

  
	
   

  	
   

  	
  CAM-BB
  LLC

  
	
   

  	
   

  	
  CAM-KENTUCKY
  REAL ESTATE LLC

  
	
   

  	
   

  	
  RHINO
  NORTHERN HOLDINGS LLC

  
	
   

  	
   

  	
  CAM
  COAL TRADING LLC

  
	
   

  	
   

  	
  LEESVILLE
  LAND, LLC

  
	
   

  	
   

  	
  CAM
  AIRCRAFT LLC

  
	
   

  	
   

  	
  HOPEDALE
  MINING LLC

  
	
   

  	
   

  	
  CAM-OHIO
  REAL ESTATE LLC

  
	
   

  	
   

  	
  SPRINGDALE
  LAND, LLC

  
	
   

  	
   

  	
  CAM-COLORADO
  LLC

  
	
   

  	
   

  	
  TAYLORVILLE
  MINING LLC

  
	
   

  	
   

  	
  CLINTON STONE LLC

  
	
   

  	
   

  	
  McCLANE CANYON MINING LLC

  
	
   

  	
   

  	
  RHINO COALFIELD SERVICES LLC

  
	
   

  	
   

  	
  RHINO RECLAMATION SERVICES LLC

  
	
   

  	
   

  	
  SANDS HILL MINING LLC

  
	
   

  	
   

  	
  RHINO SERVICES LLC

  
	
   

  	
   

  	
  RESERVE HOLDINGS LLC

  
	
   

  	
   

  	
  RHINO TRUCKING LLC

  
	
   

  	
   

  	
  RHINO TECHNOLOGIES LLC

  
	
   

  	
   

  	
  TRIAD ROOF SUPPORT SYSTEMS LLC

  
	
   

  	
   

  	
  RHINO OILFIELD SERVICES LLC

  
	
   

  	
   

  	
  RHINO EXPLORATION LLC

  
							



 

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard C. Munsick

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Munsick

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 














 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  THE HUNTINGTON NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ L. Blair DeVan

  
	
   

  	
   

  	
  Name:

  	
  L. Blair DeVan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David M. Metz

  
	
   

  	
   

  	
  Name:

  	
  David M. Metz

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew D. Hahn

  
	
   

  	
   

  	
  Name:

  	
  Andrew D. Hahn

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 

















 


[SIGNATURE
PAGE - SEVENTH AMENDMENT TO CREDIT AGREEMENT]


 


 


	
   

  	
   

  	
  ROYAL  BANK OF CANADA.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jay T. Sartain

  
	
   

  	
   

  	
  Name:

  	
  Jay T. Sartain

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 

















 


[SIGNATURE
PAGE - SEVENTH 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 - SEVENTH 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

  
					



 

















 


SCHEDULE 1.1(A)


 


Pricing
Grid-Variable Pricing and Fees Based on Leverage Ratio


 


	
  Level

  	
   

  	
  Applicable Leverage

  Ratio

  	
   

  	
  Euro-Rate

  Margin

  	
   

  	
  Base Rate

  Margin

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Applicable

  Letter of

  Credit Fee

  	
   

  
	
  I

  	
   

  	
  Less than or
  equal to 2.00 to 1.00

  	
   

  	
  2.50

  	
  %

  	
  1.00

  	
  %

  	
  .375

  	
  %

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater than
  2.00 to 1.00 but less than or equal to 2.50 to 1.00

  	
   

  	
  2.75

  	
  %

  	
  1.25

  	
  %

  	
  .375

  	
  %

  	
  2.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater than
  2.50 to 1.00 but less than or equal to 3.00 to 1.00

  	
   

  	
  3.00

  	
  %

  	
  1.50

  	
  %

  	
  .375

  	
  %

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater than
  3.00 to 1.00

  	
   

  	
  3.50

  	
  %

  	
  2.00

  	
  %

  	
  .375

  	
  %

  	
  3.50

  	
  %

  



 


For purposes of determining the Applicable Margin
and the Applicable Letter of Credit Fee Rate:


 


(a)           As of the
Closing Date, the Applicable Margin and Applicable Letter of Credit Fee Rate
shall be such rates determined in accordance with paragraph (b) below,
provided that, for the period beginning with the Closing Date and ending
upon the Financials Delivery Date for the March 31, 2007 Compliance
Certificate, such rates shall be no less than the respective amounts set forth
under Level III of this Schedule 1.1(A) set forth above.


 


(b)           It is expressly
agreed that after the Closing Date, the Applicable Margin and the Applicable
Letter of Credit Fee Rate shall be determined based upon Schedule 1.1(A) above;
provided, however, that the Applicable Margin and the Applicable
Letter of Credit Fee Rate shall be set as of the Financials Delivery Date
regardless of the actual date that a Compliance Certificate is provided to the
Lenders.