Item 1.01. Entry into a Material Definitive Agreement.
On
The Seventh Amendment amends the Financing Agreement in the following manner:
? Permits the incurrence of the previously-reported$10.0 million loan under the Paycheck Protection Program (the "PPP Loan") obtained under the CARES Act; ? Modifies the timing of repayment of outstanding borrowings from$375,000 on a quarterly basis to$125,000 on a monthly basis; ? Eliminates the covenants to maintain minimum collateral coverage amounts and to maintain a minimum fixed charge coverage ratio; ? Requires the Rhino Parties to maintain minimum amounts of liquidity and minimum amounts of combined liquidity and accounts receivable as set forth below: Minimum Liquidity and Period Minimum Liquidity Accounts Receivable Month ending May 31, 2020 $ 2,000,000 $ 6,000,000 Month ending June 30, 2020 2,000,000 11,000,000 Quarter ending September 30, 2020 2,500,000 11,000,000 Quarter ending December 31, 2020 3,000,000 11,000,000 Quarter ending March 31, 2021 3,500,000 11,000,000 Quarter ending June 30, 2021 and thereafter 4,000,000 11,000,000 ? Requires the Rhino Parties to maintain minimum coal inventories at all times of (i)$10,000,000 during the quarter endingJune 30, 2020 ; (ii)$12,000,000 at any time during the quarter endingSeptember 30, 2020 and (iii)$13,000,000 at any time during the quarter endingDecember 31, 2020 and thereafter; ? Requires the Rhino Parties to provide a 13-week budget on a quarterly basis to the Lenders, as well as budget compliance reports on a weekly basis; ? Adds, as an event of default, the occurrence of either (i) actual cash receipts for any two week period being less than 90% of the amount projected in the 13-week budget for such two-week period or (ii) actual cash disbursements during any two week period exceed 115% of the amount projected in the 13-week budget for such two-week period; and ? Requires the Rhino Parties to deposit cash receipts (other than the proceeds of the PPP Loan) into a blocked cash management account. The Partnership will submit a weekly report detailing the Rhino Parties' cash requirements for the succeeding week, and provided the report is to the Origination Agent's satisfaction, an amount equal to such weekly cash requirements will be transferred from the blocked cash management account to the Rhino Parties' account. 2
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Seventh Amendment is incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
As the Partnership's CRO, under the oversight, approval and direction of an
independent committee of the board of directors of the General Partner,
Item 7.01 Regulation FD.
On
The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless Rhino specifically states in a future filing that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Seventh Amendment to Financing Agreement dated as ofMay 22, 2020 , by and amongRhino Resource Partners LP , as Parent,Rhino Energy LLC and each subsidiary of Rhino Energy listed as a borrower on the signature pages thereto, as Borrowers, Parent and each subsidiary of Parent listed as a guarantor on the signature pages thereto, as Guarantors, the lenders from time to time party thereto, as Lenders,Cortland Capital Market Services LLC , as Collateral Agent andAdministrative Agent and CB Agent Services LLC , as Origination Agent. 99.1 Press release datedMay 29, 2020 . 4
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