Successors and Assigns Generally
98
11.9
Confidentiality
98
11.9.1
General
98
11.9.2
Sharing Information With Affiliates of the Lenders
99
11.10
Joinder of Guarantors
99
vi
11.11
Calculations
100
11.12
Counterparts; Integration; Effectiveness
100
11.12.1
Counterparts; Integration; Effectiveness
100
11.13
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL
100
11.13.1
Governing Law
100
11.13.2
SUBMISSION TO JURISDICTION
100
11.13.3
WAIVER OF VENUE
101
11.13.4
SERVICE OF PROCESS
101
11.13.5
WAIVER OF JURY TRIAL
101
11.14
USA Patriot Act Notice
102
vii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 2.9.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
-
CAPITALIZATION
SCHEDULE 6.1.3
-
SUBSIDIARIES
SCHEDULE 6.1.13
-
CONSENTS AND APPROVALS
SCHEDULE 6.1.15
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18
-
INSURANCE POLICIES
SCHEDULE 6.1.20
-
MATERIAL CONTRACTS
SCHEDULE 6.1.22
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.24
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 6.1.28
-
EXCLUDED PROPERTY
SCHEDULE 6.1.29
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 8.1.14
-
ELK HORN PROPERTY AND OKLAHOMA PROPERTY
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4(vi)
-
EXISTING INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)
-
REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT
EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)
-
MORTGAGE
EXHIBIT 1.1(N)
-
SWING LOAN NOTE
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(P)(3)
-
PLEDGE AGREEMENT (PARENT)
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)
-
SECURITY AGREEMENT
EXHIBIT 2.5.1
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 2.11
-
LENDER JOINDER
EXHIBIT 7.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.4(B)
-
OPINION OF LOCAL COUNSEL
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of July 29, 2011 and 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 this Agreement (hereinafter referred to in such capacity as the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower and the other Loan Parties (defined hereinafter) have
requested the Lenders to provide a revolving credit facility to the Borrower in
an aggregate principal amount not to exceed $300,000,000;
WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth.
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.
CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively,