Exhibit 10.2
FIRST AMENDMENT TO CREDIT
AGREEMENT
Among
NAMI HOLDING COMPANY,
LLC,
as
Borrower,
CITIBANK, N.A.,
as Administrative Agent and L/C
Issuer,
and
CITIBANK, N.A.,
as Co-Lead Arranger, Sole Bookrunner
and Co-Syndication Agent,
and
BNP PARIBAS,
as Co-Lead Arranger and Co-Syndication
Agent
and
THE LENDERS PARTY
HERETO
Dated as of March 2,
2007
FIRST AMENDMENT TO CREDIT
AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
made as of March 2, 2007 (this “First
Amendment” or “Amendment”
), is entered into among NAMI HOLDING COMPANY, LLC , a
limited liability company duly formed and existing under the laws
of the Commonwealth of Kentucky (the
“Borrower” ), the lenders listed on the
signature pages hereto as Lenders (the
“Lenders” ), and CITIBANK, N.A.,
as Administrative Agent and L/C Issuer.
R
E C I
T A L S
A.
The Borrower, the Lenders, the Administrative Agent and the L/C
Issuer are parties to that certain Credit Agreement dated as of
January 3, 2007 (the “Original Credit
Agreement” ).
B.
The parties desire to amend the Original Credit Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of
these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Same Terms
. All terms
used herein which are defined in the Original Credit Agreement
shall have the same meanings when used herein, unless the context
hereof otherwise requires or provides. In addition, all
references in the Loan Documents to the
“Agreement” shall mean the Original
Credit Agreement, as amended by this Amendment, as the same shall
hereafter be amended from time to time. In addition, the
following terms shall have the meanings set forth
below:
“ Effective
Date” means March 2, 2007.
“Modification
Papers” means
this Amendment, and all of the other documents and agreements
executed in connection with the transactions contemplated by this
Amendment.
2.
Conditions Precedent
. The
transactions contemplated by this Amendment shall be deemed to be
effective as of the Effective Date, when the following conditions
have been complied with to the satisfaction of the Administrative
Agent, unless waived in writing by the Administrative
Agent:
A.
First Amendment to Credit
Agreement . This Amendment to
Credit Agreement shall be in full force and effect.
B.
Fees and Expenses
. The
Administrative Agent shall have received payment of all
out-of-pocket fees and expenses (including reasonable
attorneys’ fees and expenses) incurred by The Administrative
Agent in connection with the preparation, negotiation and execution
of the Modification Papers.
C.
Representations and
Warranties All representations
and warranties contained herein or in the documents referred to
herein or otherwise made in writing in connection herewith or
therewith shall be true and correct with the same force and effect
as though such representations and warranties have been made on and
as of this date.
3.
Amendments to Original Credit
Agreement . On the Effective
Date, the Original Credit Agreement shall be deemed to be amended
as follows:
1
(a)
The last sentence of the definition of “Applicable
Margin” contained in Section 1.02 of the Original
Credit Agreement shall be amended to read in its entirety as
follows:
“Notwithstanding the foregoing
grid, if an Equity Event has not resulted in the repayment of at
least $80,000,000 of Indebtedness on or before July 1, 2007,
then the Applicable Margin commencing July 1, 2007 and
continuing until an Eq