Exhibit 10.1


 





Eighth
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of March 23, 2017, is
made by and among RHINO ENERGY 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 the Credit Agreement (hereinafter referred to in such capacity as
the “Administrative Agent”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated
July 29, 2011, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated April 18, 2013, as amended
by that certain Second Amendment and Consent to Amended and Restated Credit Agreement dated March 19, 2014, as amended by that
certain Third Amendment to Amended and Restated Credit Agreement dated April 28, 2015, as amended by that certain Fourth Amendment
to Amended and Restated Credit Agreement dated March 17, 2016, as amended by that certain Fifth Amendment to Amended and Restated
Credit Agreement dated May 13, 2016, as amended by that certain Sixth Amendment and Consent to Amended and Restated Credit Agreement
dated as of July 19, 2016, and further amended by that certain Seventh Amendment to Amended and Restated Credit Agreement dated
as of December 30, 2016 (as the same may be further amended, modified or supplemented from time to time, the “Credit
Agreement”);


 


WHEREAS,
the Borrower wishes to make certain changes to Section 8.3.2 as set forth below.


 


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


 


1.
Definitions. Except as set forth in this Amendment, defined terms used herein shall have the meanings given to them in
the Credit Agreement:


 


2.
Amendment to Credit Agreement. The phrase “provided, however, that with respect to the audited financial statements
for the 2015 fiscal year, it will not be a default of this section if such certificate or report of such accountants contains
a qualification with respect to the Expiration Date being less than one year from the end of such fiscal year.” contained
in Section 8.3.2 of the Credit Agreement shall be amended to state “provided, however, that with respect to the audited
financial statements for the 2015 and 2016 fiscal years, it will not be a default of this section if such certificate or report
of such accountants contains a qualification with respect to the Expiration Date being less than one year from the end of such
applicable fiscal year.”


 


3.
Conditions Precedent. The Borrower acknowledges and agrees that this Amendment and the Administrative Agent and Lenders’
consent set forth in this Amendment are subject to the following conditions precedent as determined by the Administrative Agent
to its satisfaction:


 




    	 



    	 



    

 





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


 


(b)
Officer’s Certificate. The representations and warranties of the Loan Parties contained in Section 6 of the Credit
Agreement, as amended by the modifications and additional representations and warranties of this Amendment, and in each of the
other Loan Documents shall be true and accurate on and as of the date hereof with the same effect as though such representations
and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein),
and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof after giving
effect to this Amendment, no Event of Default or Potential Default shall have occurred and be continuing or shall exist after
giving effect to this Amendment; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate
of the Borrower dated the date hereof and signed by the Chief Executive Officer, President, or Chief Financial Officer of the
Borrower to each such effect.


 


(c)
Secretary’s Certificate. There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate
dated the date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate
as to:


 


(i)
all actions taken by each Loan Party in connection with this Amendment and the other Loan Documents;


 


(ii)
the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of
such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of
this Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely;
and


 


(iii)
copies of its organizational documents, including its certificate of incorporation and bylaws, certificate of limited partnership
and limited partnership agreement or limited liability company certificate and operating agreement, as the case may be, as in
effect on the date hereof and certified by the appropriate state official where such document is filed in a state office (or,
in the event that no change has been made to such organizational documents previously delivered to the Administrative Agent, so
certified by the Secretary or Assistant Secretary of such Loan Party), together with certificates from the appropriate state officials
as to the continued existence and good standing of the Borrower in the state of its formation and the state of its principal place
of business.


 




    	 



    	 



    

 





(d)
Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment and
the other Loan Documents, including but limited to all documentation and information required by the regulatory authorities under
applicable “know your customer”, anti-money laundering, and Patriot Act rules and regulations with respect to the
Loan Parties, shall be in form and substance satisfactory to the Administrative Agent, and the Administrative Agent shall have
received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent or its counsel
may reasonably request.


 


(e)
Payment of Fees. The Borrowers shall have paid to the Administrative Agent all fees, costs and expenses payable to the
Administrative Agent, including but not limited to the fees and expenses of the Administrative Agent’s legal counsel.


 


4.
Representations and Warranties. By its execution and delivery of this Amendment to Administrative Agent, Borrower, and
each of the other Loan Parties represents and warrants to Administrative Agent and Lenders as follows:


 


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


 


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


 


(c)
Litigation. After giving effect to this Amendment, there are no actions, suits, investigations, litigation, or governmental
proceedings pending or, to Borrower’s or any other Loan Party’s knowledge, threatened against any of the Loan Parties
that could reasonably be expected to result in a Material Adverse Change.


 


(d)
Loan Documents. The representations and warranties set forth in the Credit Agreement and the Loan Documents shall be true
and correct on and as of the date of this Amendment after giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of such date (except representations and warranties that relate solely
to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or
times referred to therein), and no Event of Default shall exist and be continuing under the Credit Agreement or under any Loan
Document as of the date of this Amendment after giving effect to this Amendment.


 


5.
Miscellaneous.


 


(a)
Full Force and Effect. Nothing contained herein shall operate to release the Borrower, any other Loan Party, or any other
person or persons from their liability to keep and perform the provisions, conditions, obligations, and agreements contained in
the Credit Agreement or the other Loan Documents, except as expressly herein modified, and the Borrower and each other Loan Party
hereby reaffirms that each and every provision, condition, obligation, and agreement in the Credit Agreement and the other Loan
Documents shall continue in full force and effect, except as expressly herein modified. The Borrower and each other Loan Party
acknowledge that there are no agreements to make any further amendments or modifications of the Credit Agreement and the Loan
Documents, nor are the Administrative Agent and the Lenders under any obligation to make any further amendments or modifications
to the Credit Agreement and the Loan Documents other than those changes expressly set forth in this Amendment. This Amendment
shall not constitute or be construed as a waiver of any Event of Default or event which with the giving of notice or the passage
of time or both would constitute an Event of Default by Borrower under any of the Loan Documents or any of the Administrative
Agent’s or the Lenders’ rights and remedies with respect thereto. The validity, priority and perfection of all security
interests and other liens granted or created by the Loan Documents is hereby acknowledged and confirmed, and the Loan Documents
shall continue to secure the Loans, as amended by this Amendment, without any change, loss or impairment of the priority of such
security interests or other liens.


 




    	 



    	 



    

 





(b)
Release of Administrative Agent and Lenders. The Borrower and each of the other Loan Parties hereby fully and unconditionally
release and forever discharge the Administrative Agent and the Lenders, their employees, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms, corporations and organizations acting on any of their
behalves (the “Released Parties”) of and from any and all claims, liabilities, demands, obligations, damages,
losses, actions and causes of action whatsoever which the Borrower or any of the other Loan Parties may now have or claim to have
against the Released Parties as of the date hereof, whether presently known or unknown and of any nature and extent whatsoever,
including, without limitation, on account of or in any way affecting, concerning or arising out of or founded upon this Amendment,
the Credit Agreement, or any of the Loan Documents, including but not limited to all such loss or damage of any kind heretofore
sustained or that may arise as a consequence of the dealings between the parties up to and including the date hereof, including
but not limited to, the administration or enforcement of the Obligations, the Loan or any of the Loan Documents. The obligations
of the Borrower and the other Loan Parties under the Loan Documents and the Credit Agreement, as amended by this Amendment, shall
be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged
or in any way affected by:


 


(i)
any exercise or non-exercise of any right, remedy, power or privilege under or in respect of the Credit Agreement, as amended
by this Amendment, the Loan Documents or any document relating to or evidencing any of the Lender’s liens or applicable
law, including, without limitation, any waiver, consent, extension, indulgence or other action or inaction in respect thereof;
or


 


(ii)
any other act or thing or omission or delay to do any other act or thing which could operate to or as a discharge of the Borrower
or any other Loan Party as a matter of law, other than payment in full of all Obligations, including but not limited to all obligations
under the Loan Documents and the Credit Agreement, as amended by this Amendment.


 


(c)
Counterparts. This Amendment may be signed in counterparts (by facsimile transmission or otherwise), but all of which together
shall constitute one and the same instrument.


 




    	 



    	 



    

 


(d)
Incorporation into Credit Agreement. This Amendment shall be incorporated into the Credit Agreement by this reference.
All representations, warranties, Events of Default, and covenants set forth herein shall be a part of the Credit Agreement as
if originally contained therein.


 


(e)
Governing Law. This Amendment shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and for
all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws principles.


 


(f)
No Novation. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents
shall remain in full force and effect. Borrower, the other Loan Parties, each Lender, and Administrative Agent acknowledge and
agree that this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity,
satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement or the
other Loan Documents. 


 


[SIGNATURE
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[SIGNATURE
PAGE – Eighth AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


IN
WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	RHINO ENERGY LLC, a Delaware limited

                                                                                          liability
                                                                                          company

	 	 	 	 
	 	By:	/s/
    Richard A. Boone	(SEAL)
	 	Name:	Richard
    A. Boone	 
	 	Title:
    	President	 


 




    	 



    	 



    

 


[SIGNATURE
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GUARANTORS:








 


	 	CAM AIRCRAFT LLC
	 	 	 
	 	CAM-BB LLC
	 	 	 
	 	CAM coal trading LLC
	 	 	 
	 	CAM-COLORADO LLC
	 	 	 
	 	CAM-KENTUCKY REAL ESTATE LLC
	 	 	 
	 	CAM MINING LLC
	 	 	 
	 	CAM-ohio real estate LLC
	 	 	 
	 	CASTLE VALLEY MINING LLC
	 	 	 
	 	CLINTON STONE LLC
	 	 	 
	 	HOPEDALE MINING LLC
	 	 	 
	 	LEESVILLE LAND, LLC
	 	 	 
	 	MCCLANE CANYON MINING LLC
	 	 	 
	 	PENNYRILE ENERGY LLC
	 	 	 
	 	RHINO COALFIELD SERVICES LLC
	 	 	 
	 	RHINO EXPLORATION LLC
	 	 	 
	 	RHINO NORTHERN HOLDINGS LLC
	 	 	 
	 	RHINO OILFIELD SERVICES LLC
	 	 	 
	 	RHINO SERVICES LLC
	 	 	 
	 	RHINO TECHNOLOGIES LLC
	 	 	 
	 	RHINO TRUCKING LLC
	 	 	 
	 	SANDS HILL MINING LLC
	 	 	 
	 	SPRINGDALE LAND, LLC
	 	 	 
	 	TAYLORVILLE MINING LLC
	 	 	 
	 	TRIAD ROOF SUPPORT SYSTEMS LLC
	 	 	 
	 	By:	/s/
    Richard     A. Boone
	 	Name:	Richard
    A. Boone
	 	Title:	President of each Guarantor listed above

                                                                              on behalf of each such Guarantor



 




    	 



    	 



    

 





[SIGNATURE
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	 	RHINO
                                         RESOURCE PARTNERS LP 

	 	 	 
	 	By:	Rhino
    GP LLC, its general partner
	 	 	 
	 	By:	/s/
    Richard     A. Boone
	 	Name:	Richard
    A. Boone
	 	Title:	President
    


 




    	 



    	 



    

 





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	 	PNC
        BANK, NATIONAL ASSOCIATION,

        individually
        and as Administrative Agent

	 	 	 
	 	By:
    	/s/
    Christopher     B. Gribble
	 	Name:	Christopher
    B. Gribble
	 	Title:	Senior
    Vice President



 



    	 



    	 



    

 





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	 	MUFG UNION BANK, N.A.
	 	 	 
	 	By:
    	/s/
    Timothy     C. Hintz
	 	Name:	Timothy
    C. Hintz
	 	Title:
    	Director



 



    	 



    	 



    

 


[SIGNATURE
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	 	RAYMOND
    JAMES BANK, N.A.
	 	 	 
	 	By:
    	/s/
    H. Fred Coble, Jr.
	 	Name:	H.
    Fred Coble, Jr.
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
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	 	THE
    HUNTINGTON NATIONAL BANK
	 	 	 
	 	By:
    	/s/
    Bruce     G. Shearer
	 	Name:	Bruce
    G. Shearer
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
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	 	WELLS FARGO BANK, NATIONAL

                                                                                ASSOCIATION

	 	 	 
	 	By:
    	/s/
    Stephanie     Micua
	 	Name:	Stephanie
    Micua
	 	Title:	Senior
    Vice President


 







    	 



    	 



    

 


[SIGNATURE
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	 	FIFTH
    THIRD BANK
	 	 
	 	By:
    	/s/
    David     R. Garcia
	 	Name:
    	David
    R. Garcia
	 	Title:
    	Vice
    President


 




    	 



    	 



    

 


[SIGNATURE
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	 	ROYAL
    BANK OF CANADA
	 	 
	 	By:
    	/s/
    Leslie     P. Vowell
	 	Name:
    	Leslie
    P. Vowell
	 	Title:
    	Attorney-in-Fact


 




    	 



    	 



    

 


[SIGNATURE
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	 	BRANCH
    BANKING AND TRUST COMPANY
	 	 
	 	By:	/s/
    Jeffrey     Kolody
	 	Name:	Jeffrey
    Kolody
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
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	 	FIRST
    COMMONWEALTH BANK
	 	 
	 	By:
    	/s/
    Mark Woleslagle
	 	Name:	Mark
    Woleslagle
	 	Title:	Vice
    President