Common use of Subsidiaries, Partnerships and Joint Ventures Clause in Contracts

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 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)).”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than: than (i) the Excluded Subsidiaries, (ii) Subsidiaries which are not Significant Subsidiaries and (iii) any Significant Subsidiary which has joined this the Guaranty Agreement as Guarantor on the Closing Date; Guarantor, whose accounts receivable, inventory, owned real property, material patents, trademarks and (ii) copyrights and equity interests owned in 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 to such formation and joinder and such Subsidiary other Person (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)any member of the Arch Western Group) and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens are pledged to the Collateral Agent for the benefit of the Lenders in the assets held byon a first priority perfected basis pursuant to a Security Agreement, Mortgage(s), Patent, Trademark and Copyright Assignment, and stock Pledge Agreement, who has executed all other Loan Documents, who has also delivered to the Administrative Agent such opinions of counsel and other documents in connection therewith as the Administrative Agent may reasonably request, and who has caused all of the issued and outstanding capital stock, partnership interests, member interests or other ownership interests in, equity interest of such Subsidiary, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing Significant Subsidiary that are owned by the Borrower or hereafter acquired)). Each another Subsidiary of the Loan Parties Borrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreement, all in form and substance satisfactory to the Administrative Agent. Neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to: (1) to become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general partnership 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 (1) the Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $50,000,000, or (2) the Loan Parties may be general or limited partners in other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or Parties and except that the Borrower may hold a joint venture limited liability company interest in any joint venture, (other than Rhino Energy Arch Western and Rhino Energy WV LLC and Arch Western may hold limited liability company interests in its Subsidiaries (now existing or hereafter acquired))which are members of the Arch Western Group.”"

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: than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) New Jersey Resources Foundation Inc., a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; , provided, however, that NJR Investment Company, a New Jersey corporation and NJR Service Corporation, a New Jersey corporation will each join as a Guarantor within thirty (30) days of the Closing Date, and (iiv) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 11.19 [Joinder of Guarantors], provided that the Required Lenders shall have consented 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: 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 PartiesParties and except that the Loan Parties or their Subsidiaries may be a limited partner in a Permitted Related Business Opportunity, (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 PartiesParties and except that the Loan Parties or their Subsidiaries may be members or managers of, or hold limited liability company interests in a Permitted Related Business Opportunity, 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 except that the Loan Parties or their Subsidiaries (now existing may become a joint venturer in or hereafter acquired))hold a joint venture interest in any joint venture that is a Permitted Related Business Opportunity.”

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: than (i) any Subsidiary which has joined this Agreement as a Borrower or Guarantor on the Closing DateDate and the Excluded Subsidiaries; and (ii) any Subsidiary (A) formed (or acquired) after the Closing Date which joins this Agreement as a Domestic Guarantor pursuant or Foreign Guarantor, or elects instead to join this Agreement as a Domestic Borrower or Foreign Borrower, and satisfies each other applicable requirement set forth in Section 11.18 11.15.1 [Joinder of GuarantorsGuarantors and Borrowers], ; provided that notwithstanding any provision in any Loan Document to the Required Lenders contrary, any Subsidiary which (1) is organized under the laws of the United States of America, any State thereof or the District of Columbia, (2) is owned solely by a Foreign Loan Party, and (3) is a limited liability company which has not elected to be treated as a corporation for United States federal tax purposes, shall have consented not be required to such formation and joinder and such Subsidiary guaranty the Guarantied Obligations (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)as defined in the Guaranty Agreement) and of any Domestic Loan Party and, except as otherwise expressly provided in Section 17(b)(iii) of the Guaranty Agreement, shall only be required to guaranty the Guarantied Obligations of the Foreign Loan Parties, or (B) in the case of an Excluded Subsidiary as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Lenders Closing Date that subsequently becomes a Material Subsidiary, which joins this Agreement as a Domestic Guarantor or Foreign Guarantor, or elects instead to join this Agreement as a Domestic Borrower or Foreign Borrower, and satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of Guarantors and Borrowers], and (iii) any Foreign Subsidiary which is not organized in the assets held by, same jurisdiction as a Loan Party and stock of or other ownership interests in, such which is not a Material 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) to 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 party to a member or manager of, or hold a limited liability company interest in, a limited liability company, (Joint Venture other than Rhino Energy a Joint Venture permitted under Section 8.2.4 [Loans 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))Investments].”

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: 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 10.18 [Joinder of Guarantors]; provided, provided however, that the Required Lenders shall have consented to such formation Loan Parties may own Offshore Subsidiaries and joinder Subsidiaries engaged in the retail sale of goods in Puerto Rico and such Subsidiary Offshore Subsidiaries and Puerto Rican Subsidiaries shall not be subject to the requirements of Subclauses (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)i) and (ii) directly above, and provided further that the aggregate amount provided by the Loan PartiesParties of all investments in, as applicableloans or advances to, shall grant and cause to be perfected first priority Liens to the Agent for the benefit other capitalization of the Lenders any nature of all Offshore Subsidiaries and of such Subsidiaries engaged in the assets held by, and stock retail sale 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))goods in Puerto Rico shall not exceed $5,000,000. Each of the Loan Parties shall not become or agree to: 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 ventureventure except that the Loan Parties may make loans, advances and investments to or in G Too, LLC, a joint venture between Borrower and Angus & Coote Holdings Ltd. (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)).”such joint venture doing business as "Goldmark") in an aggregate amount not to exceed the following respective maximum amount during the corresponding period set forth below: PERIOD: MAXIMUM AMOUNT: Closing Date to the First Anniversary of Closing Date $4,000,000 First Anniversary of Closing Date to the Second Anniversary of Closing Date $6,000,000 Second Anniversary of Closing Date to the Third Anniversary of Closing Date $8,000,000

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: 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], and (iii) any of the Excluded Subsidiaries, provided that the Required Lenders shall have consented to such any formation of each Subsidiary described in clause (ii) and joinder and by such Subsidiary (to this Agreement and the other than Rhino Energy Loan Documents and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)) that such Subsidiary 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 such Subsidiary’s inventory and the assets (excluding Excluded 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: 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 PartiesParties or Excluded Subsidiaries, 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)).”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than: than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined this the Guaranty Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as upon becoming a Significant Subsidiary becomes a Guarantor pursuant to in accordance with Section 11.18 10.18 [Joinder Requirements for Significant Subsidiaries]; and (iii) any Subsidiary which is not a Significant Subsidiary. The Borrower shall cause any of Guarantors], provided that the Required Lenders shall have consented 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 which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18. Except as shown on Schedule 7.2.6, neither the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit Borrower nor any Subsidiary 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 Borrower shall not become or agree to: to become (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, or (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 (A) the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan PartiesParties and (B) the Loan Parties may make an Investment in a Permitted Joint Venture; provided, or (3) become a joint venturer or hold a joint venture interest however, that the aggregate permitted Investments in all Permitted Joint Ventures shall not at any joint venturetime exceed, (other than Rhino Energy for all Loan Parties and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired))their Subsidiaries, $25,000,000.”

Subsidiaries, Partnerships and Joint Ventures. Each of Neither the Loan Parties shall notBorrower nor any Subsidiary thereof will either: (a) form or acquire any corporation or company which would thereby become a Subsidiary; or (b) form or enter into any partnership as a limited or general partner or form or enter into any joint venture; provided, and shall not permit any of its Subsidiaries tohowever, own or create directly or indirectly any Subsidiaries other than: that (i) the Borrower and any direct or indirect wholly-owned Subsidiary thereof may form other direct or indirect wholly-owned Subsidiaries thereof so long as (A) prior to the formation thereof the Borrower shall have given the Administrative Agent at least five (5) Business Days’ advance written notice of its intention to form such Subsidiary, (B) such newly formed Subsidiary shall have executed and delivered, in favor of the Administrative Agent, a Subsidiary Guaranty and a Subsidiary Security Agreement contemporaneously with the formation thereof, (C) such newly formed Subsidiary shall be in the same line of business as the Borrower or any Subsidiary which has joined this Agreement as Guarantor on of the Closing Date; Borrower, and (D) after forming such Subsidiary, no Default or Event of Default shall have occurred and be continuing, and (ii) the Borrower and any direct or indirect wholly-owned Subsidiary formed after thereof may form other Subsidiaries that are not wholly-owned Subsidiaries so long as (A) prior to the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that formation thereof the Required Lenders Borrower shall have consented given the Administrative Agent at least ten (10) Business Days’ advance written notice of its intention to form such formation and joinder and Subsidiary, along with the names of the other owners thereof, (B) such Subsidiary shall not be a general partnership (or other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)) and similar entity as to which the Loan Parties, as applicable, equity holders shall grant and cause to be perfected first priority Liens to the Agent have general liability for the benefit debt and obligations of such entity), (C) the Borrower shall, directly or indirectly, hold more than fifty percent (50%) of the Lenders in issued and outstanding voting equity interests (or of the assets held bycapital or profits) of such Subsidiary having ordinary voting power to elect a majority of the board of directors, and stock of managers or other ownership interests in, persons having authority over the general business and affairs of such Subsidiary, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing D) the Borrower shall have pledged, or hereafter acquired)). Each caused to be pledged, in favor of the Loan Parties shall not become Administrative Agent pursuant to a pledge agreement in form and substance acceptable to it, all of the equity and other interests held by the Borrower, either directly or agree to: (1) become a general or limited partner indirectly, in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Partiessuch Subsidiary, (2E) become a member such newly formed Subsidiary shall be in the same line of business as the Borrower or manager ofany Subsidiary of the Borrower as of the date of its formation; and (F) after forming such Subsidiary, no Default or Event of Default shall have occurred and be continuing. In addition and for the avoidance of doubt, the Borrower and each direct or indirect Subsidiary thereof may enter into such joint venture transactions or partnerships, or hold a limited liability company interest inform such Subsidiaries, a limited liability company, (other than Rhino Energy not otherwise expressly permitted by this Section 6.4 to the extent approved in writing from time to time by the Administrative Agent in its sole 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))absolute discretion.”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall notOwn or create, and shall not permit any of its Subsidiaries to, own or create --------------------------------------------- directly or indirectly indirectly, any Subsidiaries other than: than (ia) any Subsidiary which has joined this Agreement as Guarantor listed on the Closing Date; Schedule 3.8, and (iib) any Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], the applicable Security Documents; provided that (i) the Required Lenders Lender -------- shall have consented to such formation and joinder and joinder, (ii) 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 a valid first priority Liens (subject only to the Agent for the benefit Permitted Liens) security interest in favor of the Lenders Collateral Trustee in the assets held byby such Subsidiary, and stock (iii) each applicable Loan Party shall grant a valid first priority security interest in favor of the Collateral Trustee in the stock, limited or general partnership interests, limited liability company interests or other ownership interests in, held by the applicable Loan Party in such Subsidiary, and (iv) the Lender shall have received legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Except pursuant to the foregoing sentence, neither the Borrower nor any other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)). Each of the Loan Parties Party shall not become or agree to: to (1A) become a general or limited partner in any general or limited partnership, except that the Borrower or another Loan Parties Party may be general or limited partners in other Loan Parties, (2B) 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 Borrower and the other Loan Parties may be members become a member or managers manager of, or hold a limited liability company interests interest in, other Loan Parties, or (3C) become a shareholder in any corporation, except that the Borrower and the other Loan Parties may become shareholders in other Loan Parties, (D) become a joint venturer or hold a joint venture interest in any joint venture, or (E) make any other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries Investments (now existing or hereafter acquired))except those permitted pursuant to Section 6.8) in any Person.”

Subsidiaries, Partnerships and Joint Ventures. Each None 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: than (i) Excluded Subsidiaries; (ii) any Subsidiary which that has joined this Agreement as a Guarantor on the Closing Date; and (iiiii) any Subsidiary (other than an Excluded Subsidiary) acquired or formed after the Closing Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor pursuant by delivering to Section 11.18 [Joinder of Guarantors], provided that the Required Lenders shall have consented to such formation Administrative Agent 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 PartiesCollateral Trustee, as applicable, shall (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [Conditions to Amendment and Restatement; Conditions of Lending and Issuance of Letters of Credit], modified as appropriate, and (C) documents necessary to grant and cause to be perfected first priority Liens perfect Prior Security Interests to the Agent Collateral Trustee for the benefit of the Lenders Secured Parties in the equity interests required to be pledged hereunder of, and Collateral held by, such Subsidiary; provided, however, that Subsidiaries formed or acquired in connection with Permitted Acquisitions shall join this Agreement as Guarantors but shall not be required to grant a security interest to the Collateral Trustee for the benefit of the Secured Parties in the equity interests of, and property and other assets held by, and stock such Subsidiaries or deliver documentation under clause (C) above. The foregoing requirements shall not apply to Subsidiaries of or other ownership interests inCNX Gas; provided that if a Subsidiary of CNX Gas becomes a guarantor under the CNX Gas Credit Agreement, concurrently therewith, such SubsidiarySubsidary shall deliver a signed joinder to the CNX Gas Guaranty Agreement (in the form attached thereto) to the Administrative Agent. Except in connection with an Investment permitted by Section 8.2.4 [Loans and Investments] or as a result of a Permitted Acquisition, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)). Each none of the Loan Parties shall not become or agree to: 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, or (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 an equity interest in any joint venture, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired))Joint Venture.”

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 103 Subsidiaries other than: than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); and (ii) any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 11.13 [Joinder of Guarantors], provided that the Required Lenders shall have consented 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 Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other than Rhino Energy ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and Rhino Energy WV LLC to the extent permitted by Section 8.2.4(vii) [Loans and its Subsidiaries (now existing or hereafter acquired)). Each Investments], each of the Loan Parties shall not become or agree to: 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 party to 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))Joint Venture.”

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 Subsidiary other than: than (i) any Material Domestic Subsidiary which has joined this Agreement as a Guarantor on the Closing Date; and (ii) any Material Domestic Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that (iii) any Material First Tier Foreign Subsidiary existing on the Required Lenders shall Closing Date so long as 65% of the equity interests of such Material First Tier Foreign Subsidiary have consented 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 been pledged to the Agent for the benefit of the Lenders Agent and the Banks on a first priority perfected basis, (iv) any Material First Tier Foreign Subsidiary formed or acquired after the Closing Date so long as 65% of the equity interests of such Material First Tier Foreign Subsidiary have been pledged to the Agent for the benefit of the Agent and the Banks on a first priority perfected basis and otherwise in accordance with the assets held byrequirements of Section 11.18 [Joinder of Guarantors], and stock (v) any other Subsidiary which is not the subject of or other ownership interests in, such Subsidiary, the immediately preceding clauses (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries i) through (now existing or hereafter acquired))iv) of this Section 8.2.9. Each of the Loan Parties and their Subsidiaries shall not become or agree to: to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties or their Subsidiaries may be general or limited partners in other Loan PartiesParties and in Subsidiaries of other Loan Parties or in any Person in which an Investment is made as permitted by Sections 8.2.4(v), (vi), (vii), (viii) or (ix), (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 or their Subsidiaries may be members or managers of, or hold limited liability company interests in, other Loan PartiesParties and in Subsidiaries of other Loan Parties or in any Person in which an Investment is made as permitted by Sections 8.2.4(v), (vi), (vii), (viii) or (ix), or (3) become a joint venturer or hold a joint venture interest in any joint venture, except that the Loan Parties or their Subsidiaries may hold a joint venture interest in any Person in which an Investment is made as permitted by Sections 8.2.4(v), (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries vi), (now existing vii), (viii) or hereafter acquired)(ix).”

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: than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); and (ii) any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 11.13 [Joinder of Guarantors], provided that the Required Lenders shall have consented 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 Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other than Rhino Energy ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and Rhino Energy WV LLC to the extent permitted by Section 8.2.4(vii) [Loans and its Subsidiaries (now existing or hereafter acquired)). Each Investments], each of the Loan Parties shall not become or agree to: 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 party to 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))Joint Venture.”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than: than (i) any Subsidiary Subsidiaries which has joined this Agreement as Guarantor on the Closing Date; are not Significant Subsidiaries, and (ii) any Significant Subsidiary formed after which has joined the Closing Date which joins this Guaranty Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors]Guarantor, provided that which has pledged the Required Lenders shall have consented to such formation and joinder and such equity interests it owns in any other Significant 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 Collateral Agent for the benefit of the Lenders on a first priority perfected basis pursuant to the Pledge Agreements, who has executed all other Loan Documents, who has also delivered to the Administrative Agent such opinions of counsel and other documents in connection therewith as the assets held byAdministrative Agent may reasonably request, and stock who has caused all of the issued and outstanding capital stock, partnership interests, member interests or other ownership interests in, equity interest of such Subsidiary, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing Significant Subsidiary that are owned by the Borrower or hereafter acquired)). Each another Subsidiary of the Loan Parties Borrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreements, all in form and substance satisfactory to the Administrative Agent. Neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to: (1) to become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general partnership 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 (1) the Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $50,000,000, (2) the Loan Parties may hold limited partnership interests or limited liability company member interests in any general partner of the master limited partnership formed as part of the MLP Transaction, or (3) the Loan Parties may be general or limited partners in other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or Parties and except that the Borrower may hold a joint venture limited liability company interest in any joint venture, (other than Rhino Energy Arch Western and Rhino Energy WV LLC and Arch Western may hold limited liability company interests in its Subsidiaries (now existing or hereafter acquired))which are members of the Arch Western Group.”

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: than (i) any Domestic Subsidiary (other than the Excluded Subsidiaries) which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Foreign Subsidiary permitted by clause (iv) of Section 8.2.4, (iii) the Excluded Subsidiaries, and (iv) any Domestic 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 to such formation and joinder and such each newly formed Domestic 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 Banks in the assets held by, and stock of or other ownership interests in, such Domestic 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: to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or partners in other Loan Parties, (2) become a limited partner in any limited partnership (except that (a) the Loan Parties may be limited partners in other Loan Parties, (2b) except that the Loan Parties may be limited partners in those Persons which are not Loan Parties but in which a Loan Party, as of the Closing Date has made an investment, as set forth on Schedule 8.2.9 and (c) except that the Loan Parties may be limited partners in Persons as permitted by clause (vi) of Section 8.2.4), (3) 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 (a) the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, (b) except that the Loan Parties may be members or managers of or hold limited liability company interests in those Persons which are not Loan Parties but in which a Loan Party, as of the Closing Date has made an investment, as set forth on Schedule 8.2.9 and (c) except as permitted by clause (vi) of Section 8.2.4), or (34) 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)).”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than: than (i) any Significant Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Significant Subsidiary formed or acquired after the Closing Date which joins this Agreement as becomes a Guarantor pursuant to in accordance with Section 11.18 10.18 [Joinder of Guarantors], provided that ; (iii) any Subsidiary which after the Required Lenders Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Joinder of Guarantors] and (iv) any Subsidiary which is not a Significant Subsidiary. The Borrower shall have consented to such formation and joinder and such Subsidiary (other than Rhino Energy and Rhino Energy WV LLC and cause any of its Subsidiaries (now existing or hereafter acquired)) and which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 [Joinder of Guarantors]. Notwithstanding the Loan Partiesforegoing provisions of this Section 7.2.7, with respect to those Significant Subsidiaries of Ashland Coal , Inc., as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Lenders Closing Date, the Borrower shall cause such Significant Subsidiaries to join the Guaranty Agreement in accordance with Section 10.18 within thirty (30) days following 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))Closing Date. Each Neither the Borrower nor any Subsidiary of the Loan Parties Borrower shall not become or agree to: 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 PartiesParties or may make Investments in joint ventures (so as long as the joint venture is engaged in a line of business permitted by Section 7.2.7 [Continuation of or Change in Business] and such joint venture interests are acquired in an arms-length transaction); provided, however, that the aggregate permitted Investments in all joint ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $30 million, or (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)).”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, to own or create directly or indirectly any Subsidiaries other than: than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary formed or acquired (as permitted hereunder) after the Closing Date which joins this Agreement as a Guarantor pursuant by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 11.18 7.1 [Joinder First Loans and Letters of Guarantors], provided that the Required Lenders shall have consented Credit] modified as appropriate; and (C) documents necessary 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 perfect Prior Security Interests (subject to be perfected first priority Liens Permitted Liens) to the Administrative Agent for the benefit of the Lenders in the assets equity interests of, and Collateral held by, and stock of or other ownership interests in, such Subsidiary; and (iii) any Excluded Subsidiary and any Subsidiary formed or acquired by any Excluded Subsidiary, (other than Rhino Energy provided, however, that any such Subsidiary of any Excluded Subsidiary shall be subject to the same terms and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired))provisions of this Agreement which are applicable to such Excluded Subsidiary. Each None of the Loan Parties shall not become or agree to: (1) to become a general or limited partner in any general or limited partnership, except party to a Joint Venture; provided that the Loan Parties may Borrower shall be general or permitted to become a member of Oaktown Gas, LLC, an Indiana limited partners in other liability company (“Oaktown Gas”) and Oaktown Gas shall be an Excluded Subsidiary unless and until it becomes a wholly-owned subsidiary of the Loan Parties, (2) become provided that at the time the Borrower becomes a member or manager of, or hold a limited liability company interest in, a limited liability companyof Oaktown Gas, (other than Rhino Energy i) Oaktown Gas does not own any Material Intellectual Property and Rhino Energy WV LLC and its (ii) the Borrower’s investment in Oaktown Gas, if any, is permitted under Section 8.2.4 (it being understood that for the avoidance of doubt, any such investment in Oaktown Gas shall reduce capacity for investments in Excluded 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)under Section 8.2.4).”

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: than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18 11.13 [Joinder of Guarantors], provided that the Required Lenders shall have consented 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 Collateral Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv) and, subject to the Due Authorization Limitation Provision, the Osmose Entities, which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Collateral Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other than Rhino Energy ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and Rhino Energy WV LLC to the extent permitted by clause (vii) of Section 8.2.4 [Loans and its Subsidiaries (now existing or hereafter acquired)). Each Investments], each of the Loan Parties shall not become or agree to: 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 party to 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))Joint Venture.”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties Holdings shall not, and shall not permit any of its Material Subsidiaries to, own own, acquire, or create directly or indirectly any Material Non-AGC Subsidiary other than Material Non-AGC Subsidiaries other than: (i) any Subsidiary each of which has joined this Agreement as a Guarantor on the Closing Date; and (ii) at any Subsidiary formed time after the Closing Date which joins this Agreement as a Guarantor pursuant to in accordance with Section 11.18 10.18 [Joinder of Guarantors]; provided, provided however, that the Required Lenders parties hereto acknowledge and agree that AGRI and AGRO shall not be required to become Guarantors and deliver all required documents pursuant to Section 10.18 unless Loans have consented to such formation and joinder and such Subsidiary (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing been incurred by, or hereafter acquired)) and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent Letters of Credit issued for the benefit of the Lenders account of, Holdings, AGRO and/or AGRI as contemplated 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)Section 6.02(b). Each of the Loan Parties Holdings and its Material Subsidiaries shall not become or agree to: to become (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties Holdings or any of its Material Subsidiaries may be general or limited partners in any other Loan PartiesMaterial Subsidiary, (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 Holdings or any of its Material Subsidiaries may be members or managers of, or hold limited liability company interests in, other Loan PartiesMaterial Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureventure except that Holdings or any of its Material Subsidiaries may be a party to a joint venture (A) that would not otherwise be a Material Subsidiary were it a Subsidiary of Holdings, and (other than Rhino Energy and Rhino Energy WV LLC and B) as to which neither Holdings nor any Material Subsidiary is directly or indirectly jointly or severally liable for any act or omission of the joint venture beyond the amount of its Subsidiaries (now existing or hereafter acquired))investment therein.”

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 a 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 11.10 [Joinder of Guarantors], provided that the Required Lenders shall have consented 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)Excluded Subsidiaries) and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative 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)Excluded 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 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, company (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)Excluded 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 Joint Venture interest in any joint venture, Joint Venture (other than Rhino Energy Excluded Subsidiaries), except that the Loan Parties may become a joint venturer or hold a Joint Venture in an oil and Rhino Energy WV LLC gas Joint Venture and its Subsidiaries (now existing or hereafter acquired))drilling program.”

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: than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Subsidiary formed under the laws of the United States or a state thereof (and prior to the redemption of all the 2003 Senior Notes, any Subsidiary formed under the laws of Australia or any territory or state thereof) 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 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 Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) upon prior written notice to the Administrative Agent, any Subsidiary which is (a) not formed under the laws of the United States or a state thereof, (b) not a Guarantor hereunder, and (c) as to which the investment in such Subsidiary (together with all other than Rhino Energy loans, advances and Rhino Energy WV LLC investments to and its Subsidiaries in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi), and (now existing or hereafter acquirediv) upon prior written notice to the Administrative Agent, any Subsidiary formed under the laws of Luxembourg which is used to effect any Foreign Holding Company Reorganization. Any Subsidiary which executes a Guaranty of any Indebtedness under the 2003 Senior Notes shall execute and deliver a Guaranty Agreement in favor of the Administrative Agent. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii)). Each , each of the Loan Parties shall not become or agree to: 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. Notwithstanding the preceding sentence, (x) the Loan Parties and their Subsidiaries may organize a new limited liability company (“X.X.XXX”) owned by WWV and organized under the laws of the United States or a state thereof, which X.X.XXX shall serve as the general partner of Koppers Netherlands Partnership and shall comply with the requirements of Section 11.18 [Joinder of Guarantors], (y) the Loan Parties and their Subsidiaries may organize Koppers Netherlands Partnership and Koppers Netherlands Corporation, and (z) WWV shall pledge to the Administrative Agent 100% of the ownership interests of X.X.XXX, and WWV and X.X.XXX each shall pledge to the Administrative Agent 65% of the ownership interest each such Loan Party holds in Koppers Netherlands Partnership. At such time as the Borrower shall have redeemed all the 2003 Senior Notes and the security interests and other than Rhino Energy Liens of the 2003 Trustee shall have terminated, the Administrative Agent shall and Rhino Energy WV LLC hereby is authorized by the Lenders to (i) release from the Guaranty Agreement all Guarantors which are not formed under the laws of the United States or a state thereof, (ii) release all Collateral granted to the Administrative Agent by such foreign Guarantors which are released from the Guaranty Agreement, and its Subsidiaries (now existing iii) reduce the pledge of 100% of the stock of any foreign Subsidiary owned by the Borrower or hereafter acquired))any Guarantor which is formed under the laws of the United States or any state thereof to a pledge in the amount of 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof. The Loan Parties hereby agree at all times after the redemption of the 2003 Senior Notes to cause 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to be subject to the terms of the Pledge Agreement in favor of the Administrative Agent as Collateral for the Obligations.”

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties Borrowers shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than: than (i) any Subsidiary which has joined this Agreement as Guarantor Borrower on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 11.18 10.18 [Joinder of GuarantorsJoinder], provided that the Required Lenders Banks shall have consented to such formation and joinder and that such Subsidiary (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)) and the Loan PartiesBorrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Lenders Banks 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 Borrowers shall not become or agree to: to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties Borrowers may be general or limited partners in other Loan PartiesBorrowers, (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 Borrowers may be members or managers of, or hold limited liability company interests in, other Loan PartiesBorrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired))the Agent.”

Subsidiaries, Partnerships and Joint Ventures. (a) 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: than (i) any Domestic Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Immaterial Domestic Subsidiary designated as such on Schedule 1.1(I) on the Closing Date; (iii) any Domestic Subsidiary either (a) created, acquired or otherwise formed after the Closing Date which in compliance with this Agreement (and not designated as an Immaterial Domestic Subsidiary in accordance with clause (iv) below) or (b) required to be removed from being listed as an Immaterial Domestic Subsidiary pursuant to the terms of this Agreement, so long as such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 11.18 11.14 [Joinder of Guarantors]; (iv) any Domestic Subsidiary created, acquired or otherwise formed after the Closing Date that is designated as an Immaterial Domestic Subsidiary on Schedule 1.1(I) pursuant to an update to such Schedule provided that by the Required Lenders shall have Borrower to the Administrative Agent within forty-five (45) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to such formation and joinder and such by the Administrative Agent in writing; (v) any Foreign Subsidiary or Disregarded Domestic Subsidiary (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now a) 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 SubsidiaryClosing Date, (other than Rhino Energy b) formed by the Borrower or a Subsidiary of the Borrower after the Closing Date in compliance with Section 8.2.4 [Loans and Rhino Energy WV LLC Investments] or (c) acquired after the Closing Date in compliance with this Agreement; and its Subsidiaries (now vi) existing investments in Permitted Joint Ventures described on Schedule 8.2.9 or hereafter acquired))future investments as permitted under Section 8.2.9(b) hereof. Each of the Loan Parties shall not become or agree to: 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) except as permitted pursuant to this Agreement, 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)).”