Ramaco Resources : Quarterly Report - 2022 Q2

Exhibit 10.1

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Execution Version

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FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

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This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this "Amendment"), dated as of April 29, 2022, is by and among RAMACO RESOURCES, INC., a Delaware corporation, RAMACO DEVELOPMENT, LLC, a Delaware limited liability company, RAM MINING, LLC, a Delaware limited liability company, RAMACO COAL SALES, LLC, a Delaware limited liability company, RAMACO RESOURCES, LLC, a Delaware limited liability company and RAMACO RESOURCES LAND HOLDINGS, LLC, a Delaware limited liability company (collectively, "Borrower"), the lenders party hereto (collectively, the "Lenders"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, Collateral Agent, a Lender, and the Issuer ("Agent").

BACKGROUND

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A.Borrower, the Lenders party thereto and Agent entered into that certain Amended and Restated Credit and Security Agreement dated as of October 29, 2021 (as amended, and as may be further amended, modified, extended, or restated from time to time, the "Agreement"), pursuant to which Agent and the Lenders extended certain financing accommodations to Borrower.

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B.The parties hereto have agreed to modify the terms and conditions of the Agreement as more fully set forth herein.

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C.Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.

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NOW THEREFORE, in consideration of the terms, conditions and covenants set forth below, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, promise and agree as follows:

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1.Amendment to Section 1.2 (New Definitions). Section 1.2of the Agreement is hereby amended by adding the following definitions thereto in proper alphabetical order:

"First Amendment Effective Date" shall April 29, 2022.

"Permitted Ramaco Coal Acquisition" shall mean the Acquisition by Ramaco Development, LLC of all of the Equity Interests in and to Ramaco Coal, LLC, a Delaware limited liability company, all in accordance with, and pursuant to the terms of, the Permitted Ramaco Coal Acquisition Documents for an aggregate purchase price not to exceed $65,000,000.

"Permitted Ramaco Coal Acquisition Documents" shall mean (a) the Permitted Ramaco Coal Purchase Agreement and (b) any other agreements, documents or instruments delivered in connection therewith, each either existing as of the First Amendment Effective Date or required under the Permitted Ramaco Coal Purchase Agreement.

"Permitted Ramaco Coal Purchase Agreement" shall mean that certain Unit Purchase Agreement (including the exhibits and schedules thereto), dated as of February 23, 2022, by and among Ramaco Coal Holdings, LLC, a Delaware