|
sem a M ii a 1-MkMac: %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D -
<br />Local Bankruptcy Rules for the Southern District of Ohio (the "Local Bankruptcy Rules")
<br />seeking, among other things:
<br />(i) authorization for the DIP Borrowers3 to obtain the obligations of the postpetition
<br />financing in an aggregate principal amount not to exceed $11.75 million (the
<br />"DIP Financing"), under a superpriority senior secured priming debtor -in -
<br />possession credit facility (the "DIP Facility") consisting of delayed draw term
<br />loans (collectively, the "DIP Loans") to be provided by certain Prepetition
<br />Lenders (as defined below) (in their capacity as lenders under the DIP Credit
<br />Agreement (as defined below), the "DIP Lenders");
<br />(ii) authorization for the DIP Guarantors4 to guarantee the obligations arising under
<br />the DIP Credit Agreement related to the DIP Loans (the "DIP Obligations");
<br />(iii) authorization for the Credit Parties to (a) execute and enter into that certain
<br />Super priority Senior Secured Priming Debtor -In -Possession Financing
<br />Agreement, dated on July 27, 2020 (as may be amended, restated, supplemented,
<br />waived or otherwise modified from time to time in accordance with the terms
<br />hereof and thereof, the "DIP Credit Agreement"), among the DIP Borrowers, as
<br />borrowers, the DIP Guarantors, as guarantors, the DIP Lenders, as lenders, Alter
<br />Domus (US) LLC, as the administrative agent for the DIP Facility (solely in such
<br />capacity, the "DIP Administrative Agent") and as collateral agent for the DIP
<br />Facility (solely in such capacity, the "DIP Collateral Agent"; the DIP
<br />Administrative Agent, together with the DIP Collateral Agent the "DIP Agents";
<br />and the DIP Agents together with the DIP Lenders, the "DIP Secured Parties"),
<br />substantially in the form attached to the Motion as Exhibit B and any other
<br />agreements, instruments, pledge agreements, guarantees, security agreements,
<br />intellectual property security agreements, control agreements, notes and other
<br />Loan Documents (as defined in the DIP Credit Agreement) and documents related
<br />thereto (as amended, restated, supplemented, waived, and/or modified from time
<br />to time in accordance with the terms hereof and thereof, and collectively with the
<br />DIP Credit Agreement, the "DIP Documents") and (b) perform their respective
<br />3 As used herein, the term "DIP Borrowers" shall mean Debtors Rhino Energy LLC, Rhino Exploration
<br />LLC, Springdale Land LLC, McClane Canyon Mining LLC, CAM -Ohio Real Estate LLC, CAM -Colorado LLC,
<br />Taylorville Mining LLC, Castle Valley Mining LLC, Rhino Technologies LLC, CAM Mining LLC, Hopedale
<br />Mining LLC, CAM -Kentucky Real Estate LLC, Leesville Land LLC, CAM Aircraft LLC, and Pennyrile Energy
<br />LLC.
<br />4 As used herein, the term "DIP Guarantors" shall mean Debtors Rhino GP, LLC, Rhino Resource Partners
<br />LP, Rhino Trucking LLC, Triad Roof Support Systems LLC, Rhino Northern Holdings LLC, CAM Coal Trading
<br />LLC, Rhino Services LLC, Rhino Oilfield Services LLC, Rhino Coalfield Services LLC, CAM -BB LLC, Jewel
<br />Valley Mining LLC, Rhino Eastern LLC, and Rockhouse Land LLC.
<br />As used herein, the term "Credit Parties" shall mean the DIP Borrowers and the DIP Guarantors.
<br />4
<br />NY 78179867
<br />4844-7341-8439.2
<br />NY 78179867
<br />
|