Common use of Limitation on Guarantee Obligations Clause in Contracts

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except (a) Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, (b) Guarantee Obligations arising under the Loan Documents, (c) Guarantee Obligations with respect to Indebtedness permitted by subsection 8.2 (other than subsections (g) and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with respect to any obligations or liabilities of a Borrower or any Subsidiary thereof, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Section 8.4, the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described in the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregate.” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist exist, and shall not permit any Subsidiary to create, incur, assume or suffer to exist, any Guarantee Obligation except except: (a) Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, (b) Guarantee Obligations arising under the Loan Documents, (c) Guarantee Obligations with respect guarantees of obligations to Indebtedness permitted by subsection 8.2 (other than subsections (g) and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with respect to any obligations or liabilities of a Borrower or any Subsidiary thereof, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries third parties made in the ordinary course of business in connection with relocation of obligations employees of other Persons the Borrower or any of its Subsidiaries; (b) Guarantee Obligations existing on the date hereof and described in Schedule 6.6; (c) Guarantee Obligations which by their terms (either mandatorily or at the unfettered option of the Borrower) are payable solely in Capital Stock (other than Mandatory Redeemable Stock) of the Borrower provided that the Borrower agrees to cause any payment under any such outstanding obligation to be made only in respect of Indebtednesssuch Capital Stock; and (d) Guaranteed Obligations permitted pursuant to Section 6.10, 6.8(k)(y) or 6.8(k)(z), or issued in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Indebtedness permitted pursuant to Section 8.4, 6.10 so long as such Guaranteed Obligations are not secured by the assets of the Borrower and one or more any of its Subsidiaries shall be (except to the extent that the Indebtedness being guaranteed is permitted to incur Guarantee Obligations (i) in connection with be secured by the Drilling Rig Transaction as described in assets of the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregateBorrower or any of its Subsidiaries).” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except Obligation, except: (a) the Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, 4.17; (b) Guarantee Obligations arising made in the ordinary course of its business by Company of obligations (other than Indebtedness) of any of its Subsidiaries, which obligations are otherwise permitted under the Loan Documents, this Agreement; (c) Guarantee Obligations by Company of Indebtedness of any Subsidiary, Unrestricted Subsidiary, or Joint Venture; provided, however, that any outstanding Guarantee Obligations permitted under this Section 7.4(c) in respect of Indebtedness of any Unrestricted Subsidiary or Joint Venture shall reduce on a dollar-for-dollar basis the $90,000,000 limitation otherwise available for Indebtedness permitted under Section 7.2(e) and that the sum of all Indebtedness permitted under Section 7.2(e) and all Guarantee Obligations permitted pursuant to this Section 7.4(c) shall not exceed $90,000,000 in the aggregate; provided further, that Company may not incur any Guarantee Obligation with respect to Indebtedness of any Subsidiary permitted by subsection 8.2 (other than subsections (g) pursuant to Section 7.2(h); and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with of the Subsidiaries of Company in respect to any obligations or liabilities of a Borrower or any Subsidiary thereofthe DK Loan Obligations and the Secured Agreement Obligations, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, Intercreditor Agreement remains in full force and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Section 8.4, the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described in the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregateeffect.” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:

Limitation on Guarantee Obligations. Create, incur, assume or ----------------------------------- suffer to exist any Guarantee Obligation except except: (a) Guarantee Obligations in existence on the date hereof Closing Date and listed on Schedule 8.47.4 and extensions, renewals and replacements thereof, including the exercise of a 5% option requiring an increase of the Guarantee Obligations of the Borrower in respect of Black Beauty Coal Company provided, however, that no such extension, renewal or replacement shall shorten the fixed maturity or increase the principal amount of the Indebtedness guaranteed by the original guarantee; (b) Guarantee Obligations arising not otherwise permitted under this subsection 7.4 incurred after the Loan DocumentsClosing Date in an aggregate amount not to exceed $50,000,000 at any one time outstanding for the Borrower and its Restricted Subsidiaries provided, however, that any such Guarantee Obligations incurred by the Borrower and any of its Restricted Subsidiaries with respect to the same transaction shall be treated as a single transaction for the purposes of calculating the amount of Guarantee Obligations outstanding under this subsection 7.4(b); (c) guarantees made by the Subsidiaries of the Borrower pursuant to the Senior Notes Documents and the Subordinated Notes Documents; provided that such Subsidiaries are parties to the Guarantee Obligations with respect to Indebtedness permitted by subsection 8.2 (other than subsections (g) and (h) thereof), Collateral Agreement; (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with respect to any obligations or liabilities of a Borrower or any Subsidiary thereof, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, and Credit Parties created under the Credit Documents; (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Section 8.4, the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described in the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregate.” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:L/C Obligations;

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except Obligation, except: (a) the Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, 4.17; (b) Guarantee Obligations arising made in the ordinary course of its business by Company of obligations (other than Indebtedness) of any of its Subsidiaries, which obligations are otherwise permitted under the Loan Documents, this Agreement; (c) Guarantee Obligations by Company of Indebtedness of any Subsidiary, Unrestricted Subsidiary or Joint Venture; provided, however, that any outstanding Guarantee Obligations permitted under this Section 7.4(c) in respect of Indebtedness of any Unrestricted Subsidiary or Joint Venture shall reduce on a dollar-for-dollar basis the $90,000,000 limitation otherwise available for Indebtedness permitted under Section 7.2(e) and that the sum of all Indebtedness permitted under Section 7.2(e) and all Guarantee Obligations permitted pursuant to this Section 7.4(c) shall not exceed $90,000,000 in the aggregate; provided further, that Company may not incur any Guarantee Obligation with respect to Indebtedness of any Subsidiary permitted by subsection 8.2 (other than subsections (g) pursuant to Section 7.2(h); and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with of the Subsidiaries of Company in respect to any obligations or liabilities of a Borrower or any Subsidiary thereofthe Revolving Loan Obligations and the Anglo American Loan Obligations, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, Intercreditor Agreement remains in full force and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Section 8.4, the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described in the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregateeffect.” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except Obligation, except: (a) the Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, 4.17; (b) Guarantee Obligations arising made in the ordinary course of its business by Company of obligations (other than Indebtedness) of any of its Subsidiaries, which obligations are otherwise permitted under the Loan Documents, this Agreement; (c) Guarantee Obligations by Company of Indebtedness of any Subsidiary, Unrestricted Subsidiary, or Joint Venture; provided, however, that any outstanding Guarantee Obligations permitted under this Section 7.4(c) in respect of Indebtedness of any Unrestricted Subsidiary or Joint Venture shall reduce on a dollar-for-dollar basis the $55,000,000 limitation otherwise available for Indebtedness permitted under Section 7.2(e) and that the sum of all Indebtedness permitted under Section 7.2(e) and all Guarantee Obligations permitted pursuant to this Section 7.4(c) shall not exceed $55,000,000 in the aggregate; provided further, that Company may not incur any Guarantee Obligation with respect to Indebtedness permitted by subsection 8.2 (other than subsections (g) and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or of any Subsidiary thereof with respect permitted pursuant to any obligations or liabilities of a Borrower or any Subsidiary thereof, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations. Notwithstanding any provision in this Section 8.4, the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described in the First Amendment to Credit Agreement dated February 21, 2008 in an amount not to exceed $10,300,000.00, and (ii) with respect to Indebtedness permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregate7.2(h).” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows:

Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist exist, and shall not permit any Subsidiary to create, incur, assume or suffer to exist, any Guarantee Obligation except except: (a) Guarantee Obligations in existence on the date hereof and listed on Schedule 8.4, (b) Guarantee Obligations arising under the Loan Documents, (c) Guarantee Obligations with respect guarantees of obligations to Indebtedness permitted by subsection 8.2 (other than subsections (g) and (h) thereof), (d) Guarantee Obligations incurred by any Borrower or any Subsidiary thereof with respect to any obligations or liabilities of a Borrower or any Subsidiary thereof, so long as the incurring of such obligations or liabilities is not prohibited by Section 8.2 hereof, and (e) Guarantee Obligations issued by the Borrower or by any of its Subsidiaries third parties made in the ordinary course of business of obligations of other Persons (other than in respect of Indebtedness) in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration relocation of employees of the Borrower or other similar programs or operations. Notwithstanding any provision in of its Subsidiaries; (b) guarantees not otherwise permitted by this Section 8.4, 6.6 by the Borrower and one or more of its Subsidiaries shall be permitted to incur Guarantee Obligations (i) in connection with the Drilling Rig Transaction as described incurred in the First Amendment to Credit Agreement dated February 21, 2008 in ordinary course of business for an aggregate amount not to exceed $10,300,000.00200,000,000 at any one time; (c) Guarantee Obligations existing on the date hereof and described in Schedule 6.6; (d) Guarantee Obligations which by their terms (either mandatorily or at the unfettered option of the Borrower) are payable solely in Capital Stock (other than Mandatory Redeemable Stock) of the Borrower provided that the Borrower agrees to cause any payment under any such outstanding obligation to be made only in such Capital Stock; and (e) (x) guarantees by the Borrower or the Company of the Company’s or the Borrower’s Indebtedness and other obligations, as applicable, (y) guarantees by the Borrower or the Company of obligations (other than Indebtedness) of any other Subsidiaries, and (iiz) with respect to guarantees by Subsidiaries (other than the Company) of Indebtedness and other obligations of other Subsidiaries and the Borrower, in each case as permitted by subsection 8.2(h) not to exceed $2,500,000 in the aggregateunder this Agreement.” 2.5 Section 10.11 (Others). Section 10.11 is amended to read as follows: