125,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among CAM HOLDINGS LLC and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and PNC CAPITAL MARKETS LLC....Credit Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS CREDIT AGREEMENT is dated as of August 30, 2006, and is made by and among CAM HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
EMPLOYMENT AGREEMENT by and among RHINO RESOURCES, INC. HOPEDALE MINING LLC and DAVID ZATEZALO Effective Date: , 2008Employment Agreement • July 21st, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the th day of , 2008 (the “Effective Date”), by and among (i) Rhino Resources, Inc., a Delaware corporation (the “Company”), (iii) Hopedale Mining LLC, a Delaware limited liability company (“Hopedale”), and (iii) David Zatezalo (“Executive”) and joined in by Rhino GP, LLC, a Delaware limited liability company (“Rhino GP”) for the sole purpose set forth in the last sentence of Paragraph 1 hereof.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (the “Second Amendment”) is dated as of March 8, 2007, effective as of January 1, 2007, and is made by and among RHINO ENERGY LLC, a Delaware limited liability company formerly known as CAM Holdings LLC (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of , 2008 (this “Agreement”), is entered into by and among Rhino Resources, Inc., a Delaware corporation (the “Issuer”) Rhino Energy LLC, a Delaware limited liability company (“Rhino Energy”), Rhino Energy Holdings LLC, a Delaware limited liability company (“Holdings”), Artis Investors LLC, a Delaware limited liability company (“Artis”), Solitair LLC, a Delaware limited liability company (“Solitair”), Valentis Investors LLC, a Delaware limited liability company (“Valentis”), Taurus Investors LLC, a Delaware limited liability company (“Taurus”), Callidus Investors LLC, a Delaware limited liability company (“Callidus”), Wexford Spectrum Fund, L.P., a Delaware limited partnership (“Spectrum”), Wexford Spectrum Fund Liquidating LLC, a Delaware limited liability company (“Liquidating”), Wexford Offshore CAM Preferred Corp., a Delaware corporation (“Preferred Corp”), Wexford Offshore CAM Common Corp., a Delaware corporation (“C
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Third Amendment”) is dated as of February 29, 2008, and is made by and among RHINO ENERGY LLC, a Delaware limited liability company formerly known as CAM Holdings LLC (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”) is dated as of December 28, 2006, and is made by and among CAM HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
Shares Rhino Resources, Inc. Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2008 • Rhino Resources, Inc. • Bituminous coal & lignite surface mining • New York
The undersigned understands that Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rhino Resources, Inc., a [Delaware] corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the “Fourth Amendment”) is dated as of May 15, 2008, and is made by and among RHINO ENERGY LLC, a Delaware limited liability company formerly known as CAM Holdings LLC (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2006 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) executed this 9th day of November 2005, between CAM Holdings LLC (“Employer”) and James D. Slater (“Employee”).
CONTRACT MINING AGREEMENT BETWEEN CAM-COLORADO LLC AND CAM MINING LLCContract Mining Agreement • June 8th, 2006 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Colorado
THIS AGREEMENT (“Agreement”) is made and effective as of the 1st day of April, 2006, between CAM-COLORADO LLC (“CAM-Colorado”), and CAM MINING LLC (“Contractor”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 21st, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Pennsylvania
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of , 2008 (this “Amendment”), is made by and among RHINO ENERGY LLC, a Delaware limited liability company formerly known as CAM Holdings LLC (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Agent”).
EMPLOYMENT AGREEMENT by and among RHINO RESOURCES, INC. RHINO ENERGY LLC and NICHOLAS R. GLANCYEmployment Agreement • July 21st, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the dates written below, dated effective as of the th day of , 2008 (the “Effective Date”), by and among (i) Rhino Resources, Inc., a Delaware corporation (the “Company”), (iii) Rhino Energy LLC, a Delaware limited liability company (“Rhino”), and (iii) Nicholas R. Glancy (“Executive”) and joined in by Rhino GP, LLC, a Delaware limited liability company (“Rhino GP”) for the sole purpose set forth in the last sentence of Paragraph 1 hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2006 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) executed this 17th day of May 2006, between CAM Holdings LLC (“Employer”) and Richard A. Boone (“Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Delaware
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 16th, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • New York
This ADMINISTRATIVE SERVICES AGREEMENT dated as of , 2008 (this “Agreement”), is entered into by and between Rhino Resources, Inc., a Delaware corporation (“Rhino”), and Wexford Capital LLC, a Connecticut limited liability company (“Wexford”). Rhino and Wexford sometimes hereinafter are referred to each as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2006 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
THIS EMPLOYMENT AGREEMENT (the “Agreement”) executed this 17th day of October, 2005, between CAM Holdings LLC (“Employer”) and Nicholas R. Glancy (“Employee”).
ASSIGNMENT AGREEMENT AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
This Assignment Agreement and Amendment to Employment Agreement (this “Agreement”) is entered into this th day of , 2008, to be effective as of the Effective Date (as defined below), among Rhino Energy LLC (“Assignor”), a Delaware limited liability company, Rhino Resources, Inc. (“Assignee”), a Delaware corporation, and Christopher N. Moravec (the “Employee”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement (as defined below).
ASSIGNMENT AGREEMENTEmployment Agreement • July 21st, 2008 • Rhino Resource Partners, L.P. • Bituminous coal & lignite surface mining • Kentucky
This Assignment Agreement is entered into this th day of , 2008, to be effective as of the Effective Date (as defined below), among Rhino Energy LLC (“Assignor”), a Delaware limited liability company, Rhino Resources, Inc. (“Assignee”), a Delaware corporation, and Thomas Hanley (the “Employee”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement (as defined below).
