Exhibit 10.2


 


GUARANTOR JOINDER AND ASSUMPTION AGREEMENT


 


THIS
GUARANTOR JOINDER AND ASSUMPTION AGREEMENT (the “Guarantor Joinder and
Assumption Agreement”) is made as of October 5, 2010, by RHINO RESOURCE PARTNERS LP, a Delaware limited
partnership(the “New Guarantor”).


 


Background


 


Reference
is made to (i) the Credit Agreement by and among RHINO ENERGY
LLC, a Delaware limited liability company, formerly known as CAM
Holdings LLC (the “Borrower”), each of the Guarantors now or hereafter
party thereto (the “Guarantors”), the Lenders now or hereafter party
thereto (the “Lenders”) and PNC Bank, National Association, in its
capacity as agent for the Lenders (in such capacity, the “Agent”), dated
as of August 30, 2006; as amended by that certain First Amendment to
Credit Agreement, dated as of December 28, 2006; as amended by that
certain Second Amendment to Credit Agreement and Consent, dated as of
March 8, 2007; as amended by that certain Third Amendment to Credit
Agreement, dated as of February 29, 2008; as amended by that certain
Fourth Amendment to Credit Agreement, dated as of May 15, 2008; as amended
by that certain Fifth Amendment to Credit Agreement, dated June 1, 2008;
as amended by that certain Sixth Amendment to Credit Agreement and Amendment to
Fifth Amendment to Credit Agreement, dated November 4, 2008; as amended by
that certain Seventh Amendment to Credit Agreement, dated as of March 31,
2009, as amended by that certain Eighth Amendment to Credit Agreement, dated as
of June 30, 2010 (the “Eighth Amendment”) (as the same may be
amended, restated, supplemented or modified from time to time, collectively,
the “Credit  Agreement”), (ii) the Guaranty and Suretyship
Agreement, dated as of August 30, 2006 (as the same may be amended,
restated, supplemented or modified from time to time, the “Guaranty”),
of the Guarantors in favor of the Agent as agent for the Lenders and
(iii) the other Loan Documents referred to in the Credit Agreement (as the
same may be amended, restated, supplemented or modified from time to time, the “Loan
Documents”).


 


Agreement


 


Capitalized
terms defined in the Credit Agreement are used herein as defined therein.


 


In
consideration of the value of the synergistic and other benefits received by
New Guarantor as a result of being or becoming affiliated with the Borrower and
the Guarantors, New Guarantor hereby becomes a Guarantor under the terms of the
Credit Agreement and New Guarantor hereby agrees that effective as of the date
hereof it hereby is, and shall be deemed to be, and assumes the obligations of:
(i) a “Loan Party” and a “Guarantor”, jointly and severally with the
existing Loan Parties and Guarantors under the Credit Agreement and (ii) a
“Guarantor”, jointly and severally with the existing Guarantors under the
Guaranty; and New Guarantor hereby agrees that from the date hereof and for so
long as any Loan or any Commitment of any Lender shall remain outstanding and
until the payment in full of the Loans and the Notes, the expiration or
termination of all Letters of Credit, Lender-Provided Interest Rate Hedges, and
Lender-Provided Commodity Hedges, and the performance of all other obligations
of the Loan Parties


 

















 


under
the Loan Documents, New Guarantor assumes the obligators of a Guarantor under,
and New Guarantor shall, except to the extent otherwise expressly provided for
therein, perform, comply with, and be subject to and bound by each of the terms
and provisions and waivers of the Credit Agreement and the Guaranty, jointly
and severally with the existing parties thereto.  Without limiting the generality of the
foregoing, New Guarantor hereby represents and warrants that (a) each of
the representations and warranties set forth in Section 6 of the Credit
Agreement applicable to a Loan Party and a Guarantor, as the case may be, is
true and correct as to New Guarantor on and as of the date hereof and
(b) New Guarantor has heretofore received a true and correct copy of the
Credit Agreement and the Guaranty and each of the other Loan Documents
(including any modifications thereof or supplements or waivers thereto) in
effect on the date hereof.


 


New
Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the
Agent the Credit Agreement and the Guaranty.


 


New
Guarantor is simultaneously delivering to the Agent all documents, together
with this Guarantor Joinder and Assumption Agreement, required to be delivered
to the Agent under Section 5 of the Eighth Amendment.


 


In
furtherance of the foregoing, New Guarantor shall execute and deliver or cause
to be executed and delivered at any time and from time to time such further
instruments and documents and do or cause to be done such further acts as may
be reasonably necessary in the reasonable opinion of Agent to carry out more
effectively the provisions and purposes of this Guarantor Joinder and
Assumption Agreement and the Credit Agreement.


 


New
Guarantor acknowledges and agrees that a telecopy or electronic transmission to
the Agent or any Lender of signature pages hereof purporting to be signed
on behalf of New Guarantor shall constitute effective and binding execution and
delivery hereof by New Guarantor.


 


[SIGNATURE PAGE FOLLOWS]


 


2

















 


[SIGNATURE PAGE - GUARANTOR JOINDER AND ASSUMPTION AGREEMENT]


 


NEW GUARANTOR SHALL CAUSE BORROWER TO PROVIDE SUCH ADDITIONAL DOCUMENTS
AS MAY BE REQUIRED PURSUANT TO SECTION 5 OF THE EIGHTH AMENDMENT.


 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, New Guarantor has
duly executed this Guarantor Joinder and Assumption Agreement and delivered the
same to the Agent for the benefit of the Lenders, as of the date and year first
above written, with the intention that this Guarantor Joinder and Assumption
Agreement constitute a sealed instrument.


 


 


	
   

  	
   

  	
  RHINO RESOURCE PARTNERS LP, a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Rhino GP LLC, a Delaware

  
	
   

  	
   

  	
   

  	
  limited liability company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Boone

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Boone

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged
  and accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PNC BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  a national banking association, s Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard C. Munsick

  	
   

  	
   

  
	
   

  	
  Name: Richard C. Munsick

  	
   

  	
   

  
	
   

  	
  Title: Senior Vice President