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Case 1:20-bk-12043 Doc 643-1 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />Exhibit A Page 1 of 78
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<br />EXHIBIT A
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<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 Borrowers' 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 "De Facility") consisting of delayed draw term
<br />loans (collectively, the "DtP Loans") to be provided by certain Prepetition
<br />Lenders (as defined below) (in their capacity as lenders under the DIP Credo
<br />Agreement (as defined below), the "DIP Leaders");
<br />(ii) authorization for the DIP Guarantors° to guarani" the obligations arising under
<br />the DIP Credit Agreement related to the DIP Loans (the "DIP Obligations");
<br />(iu) authorization for the Credit Parties' to (a) execute and enter into that certain
<br />Stga r 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 train 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 D 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 thew respective
<br />' As used herein, the term "DIP Borrowers" shall mein ner Debtors Rhino Energy LLC, Rhino Explo scion
<br />LLC, Springdale Land LLC, McClave Canyon Mining LLC, CAM -Ohio Red Esmte LLC, CAM -Colorado LLC,
<br />Taylorville Mining LLC, Cattle Valley Mining LLC, Rhino Technologies LLC, CAM Mining LLC, Hopedale
<br />Mining LLC, CAM-Kesmeky Real Etate LLC, Leesville Land LLC, CAM Aircraft LLC, and Pennyrile Energy
<br />LLC.
<br />' As used herein, the term "DIP Guars rsors" shall mein Debtors Rhino GP, LLC, Rhino Resource Peru -
<br />Rhino Trucking LLC, Triad Roof Support Systems LLC, Rhino Northam Holdings LLC, CAM Cod 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 Rockhause Land LLC.
<br />s As used herein, the term "Credit Partin" shall mean the DIP Borrowera and the DLP Guarsoson.
<br />This document has been electronically entered in the records of the United
<br />States Bankruptcy Court for the Southern District of Ohio.
<br />IT IS SO ORDERED." Key,
<br />G . Humphreys
<br />c t9filled States Betilwptcy Judge
<br />Dated: August 12, 2020 FRv n a !�
<br />r
<br />IN THE UNITED STATES BANKRUPTCY COURT
<br />FOR THE SOUTHERN DISTRICT OF OHIO
<br />In re: ) Chapter I
<br />Hopedale Mining LLC, et al., ) Case No. 20.12043 (GRH)
<br />(Jointly Administered)
<br />Debtors. ) Honorable Judge Guy R. Humphrey
<br />FINAL ORDER (1) AUTHORIZING THE DEBTORS TO (A) OBTAIN
<br />POSTPETITION FINANCING AND (B) USE CASH COLLATERAL, (II) GRANTING
<br />LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS,
<br />(III) GRANTING ADEQUATE PROTECTION TO THE PREPETITION SECURED
<br />PARTIES, (IV) MODIFYING THE AUTOMATIC STAY, AND (V) GRANTING
<br />RELATED RELIEF [RELATED TO DOCKET NOS. 23 & 611
<br />Upon the motion (the "Motion")" of Rhino Energy LLC (the "Company"), and its
<br />affiliated debtors, each as a debtor and debtor in possession (collectively, the "Debtors") in the
<br />above -captioned cases (the "Chapter 11 Cases") pursuant to sections 105, 361, 362, 363(b),
<br />363(c)(2), 364(cxl), 364(cx2), 364(e)(3), 364(dxl), 364(e), 503, and 507 of title 11 of the
<br />United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), Rules 2002, 4001, 6003,
<br />6004 and 9014 of the Federal Rules of Banlwptcy Procedure (the "Bankruptcy Rules") and the
<br />h The Debtors in theme Chapter I I cases are (with the last four digits of their federal tax identification numbers in
<br />parentheses): Rhino GP LLC (8619), Rhino Resource Partners LP (7517), Rhino Energy LLC (6320), Rhino
<br />Trucking LLC (8773), Rhino Exploration LLC (9863), Triad Roof Support Systems LLC (I183), Springdale Lend
<br />ILC (9916), McClure Canyon Mining LLC (3783). Rhino Northern Holdings LLC (1959), CAM -Ohio Real Estme,
<br />LLC (1959b CAM -Colorado LLC (4269). Taylorville Mining LLC (5106), CAM Coal Thing LLC (4143), Caste
<br />Valley Mining LLC (9495), Jewell Valley Mining LLC (0270), Rhino Services LLC (33561 Rhino Oilfield Services
<br />LLC (9938), Rhino Technologies LLC (0994b CAM Mining LLC (2498), Rhino Coalfield Services LLC (3924),
<br />Hopedale Mining LLC (90601 CAM-Keamcky Red Estate LLC (90991 CAM -BB LLC (9097), Le 11. Land
<br />LLC (7794), CAM Aircraft LLC (546'I), Pe®yrfle Energy LLC (60951 Rhino Eastern LLC (1457), Rocklin -
<br />Land LLC (77112).
<br />Capitalised terms used herein and hat herein defined have the meaning ascribed to such terms in the
<br />Motion or the DIP Credit Agreement (w defined herein).
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<br />obligations thereunder and all such other and further acts as may be necessary,
<br />appropriate, or desirable in connection with the DIP Documents;
<br />(iv) authorization for the Credit Parties (a) upon entry of the Interim Order (I)
<br />Atdhorizing the Debtors to (A) Obtain Postpentton Financing and (B) Use Cash
<br />Collateral, (H) Granting Liens and Providing Supespriority Administrative
<br />Falnerrse Status, (HI Granting Adequate Protection to the Prepetuion Secured
<br />Parties, (M Moakfying the Automatic Stay, M Scheduling a Final Hearing, and
<br />(VI) Granting Related Reliej[Docket No. 61 ] (the "Interim Order"), to incur on
<br />the Closing Date (as defined in the DIP Credit Agreement) DIP Loans in an
<br />aggregate principal amount of up to $3.5 million (the "Initial DIP Loans") and
<br />(b) upon entry of this order (the "Final Order"), to incur DIP Loans in an
<br />aggregate principal amount of up to $8.25 million (the "Delayed Draw DIP
<br />Loans"), for a total aggregate principal amount of up to $11.75 million;
<br />(v) authorization for the Debtors to use proceeds of the DIP Loans to pay fees and
<br />expenses in connection with the transactions contemplated by the DIP Credit
<br />Agreement and to fund working capital of the DIP Borrowers in accordance with
<br />the terms of the DIP Documents and Approved Cash Flow Forecast (as defined
<br />below) and general corporate purposes;
<br />(vi) subject to the restrictions net forth in the DIP Documents and this Final Order,
<br />authorization for the Credit Parties to continue to use Cash Collateral (as defined
<br />below) and all other Prepetition Collateral (as defined below) in which any of the
<br />Prepetition Secured Parties (as defined below) has an interest, and to grant
<br />adequate protection to the Prepetition Secured Parties with respect to, inter alia,
<br />such use of Cash Collateral and other Prepetition Collateral;
<br />(vii) authorization for the Credit Parties to pay, on a find and irrevocable basis, the
<br />principal, interest, fees, expenses and other amounts payable under the DIP
<br />Documents as such become earned, due and payable, including, but not limited to,
<br />origination fees, exit fees, prepayment fees, agency fees, audit fees, appraisal fees,
<br />valuation fees, administrative agents' fees, collateral agents' fees, the reasonable
<br />fees and disbursements of the DIP Agents' and DIP Lenders' attomeys, advisors,
<br />accountants, appraisers, bankers, and other consultants, all to the extent provided
<br />in, and in accordance with, the DIP Documents and subject to the Approved Cash
<br />Flow Forecast (including Permitted Variances6);
<br />(viii) approval of certain stipulations by the Debtors with respect to the Prepetition
<br />Credit Documents (as defined below) and the liens and security interests arising
<br />therefrom;
<br />s "Permitted Variances" has the meaning set forth in the DEP Credo Agreement and also includes any
<br />variances approved by the DIP Secured Parties.
<br />NY 78179867 NY 79179867
<br />sa/ r341-943B.2 48H 7341-a439.2
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