Rhino Resource Partners LP (NASDAQ:RHNO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

Option Agreement

On December 30, 2016, Rhino Resource Partners LP (the
Partnership) entered into an option agreement (the Option
Agreement) with Royal Energy Resources, Inc. (Royal), Rhino
Resources Partners Holdings, LLC (Rhino Holdings), an entity
wholly owned by certain investment partnerships managed by
Yorktown Partners LLC (Yorktown), and Rhino GP LLC (Rhino GP),
the general partner of the Partnership. Upon execution of the
Option Agreement, the Partnership received an option (the Call
Option) from Rhino Holdings to acquire substantially all of the
outstanding common stock of Armstrong Energy, Inc. (Armstrong
Energy) that is currently owned by investment partnerships
managed by Yorktown, representing approximately 97% of the
outstanding common stock of Armstrong Energy. Armstrong Energy,
Inc. is a coal producing company with approximately 554 million
tons of proven and probable reserves and six mines located in the
Illinois Basin in western Kentucky as of September 30, 2016. The
Option Agreement stipulates that the Partnership can exercise the
Call Option no earlier than January 1, 2018 and no later than
December 31, 2019. In exchange for Rhino Holdings granting the
Partnership the Call Option, the Partnership issued 5.0 million
common units, representing limited partner interests in the
Partnership (the Call Option Premium Units) to Rhino Holdings
upon the execution of the Option Agreement. The Option Agreement
stipulates the Partnership can exercise the Call Option and
purchase the common stock of Armstrong Energy in exchange for a
number of common units to be issued to Rhino Holdings, which when
added with the Call Option Premium Units, will result in Rhino
Holdings owning 51% of the fully diluted common units of the
Partnership. The purchase of Armstrong Energy through the
exercise of the Call Option would also require Royal to transfer
a 51% ownership interest in Rhino GP to Rhino Holdings. The
Partnerships ability to exercise the Call Option is conditioned
upon (i) sixty (60) days having passed since the entry by
Armstrong Energy into an agreement with its bondholders to
restructure its bonds and (ii) the amendment of the Partnerships
revolving credit facility to permit the acquisition of Armstrong
Energy.

The Option Agreement also contains an option (the Put Option)
granted by the Partnership to Rhino Holdings whereby Rhino
Holdings has the right, but not the obligation, to cause the
Partnership to purchase substantially all of the outstanding
common stock of Armstrong Energy from Rhino Holdings under the
same terms and conditions discussed above for the Call Option.
The exercise of the Put Option is dependent upon (i) the entry by
Armstrong Energy into an agreement with its bondholders to
restructure its bonds and (ii) the termination and repayment of
any outstanding balance under the Partnerships revolving credit
facility.

The Option Agreement contains customary covenants,
representations and warranties and indemnification obligations
for losses arising from the inaccuracy of representations or
warranties or breaches of covenants contained in the Option
Agreement, the Seventh Amendment (defined below) and the GP
Amendment (defined below). Upon the request by Rhino Holdings,
the Partnership will also enter into a registration rights
agreement that provides Rhino Holdings with the right to demand
two shelf registration statements and registration statements on
Form S-1, as well as piggyback registration rights for as long as
Rhino Holdings owns at least 10% of the outstanding common units.

to the Option Agreement, Rhino GP amended its Second Amended and
Restated Limited Liability Company Agreement (GP Amendment). to
the GP Amendment, Mr. Bryan H. Lawrence was appointed to the
board of directors of Rhino GP as a designee of Rhino Holdings
and Rhino Holdings has the right to appoint an additional
independent director. Rhino Holdings has the right to appoint two
members to the Rhino GP board of directors for as long as it
continues to own 20% of the common units on an undiluted basis.
The GP Amendment also provided Rhino Holdings with the authority
to consent to any delegation of authority to any committee of
Rhino GPs board. Upon the exercise of the Call Option or the Put
Option, the Second Amended and Restated Limited Liability Company
Agreement of Rhino GP, as amended, will be further amended to
provide that Royal and Rhino Holdings will each have the ability
to appoint three directors and that the remaining director will
be the chief executive officer of Rhino GP unless agreed
otherwise.

The foregoing description is qualified in its entirety by
reference to the Option Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated into this Current
Report on Form 8-K by reference.

Series A Preferred Unit Purchase
Agreement

On December 30, 2016, the Partnership entered into a Series A
Preferred Unit Purchase Agreement (the Preferred Unit Agreement)
with Weston Energy LLC (Weston), an entity wholly owned by
certain investment partnerships managed by Yorktown, and Royal.
Under the Preferred Unit Agreement, Weston and Royal agreed to
purchase 1,300,000 and 200,000, respectively, of Series A
Preferred Units representing limited partner interests in the
Partnership (Series A Preferred Units) at a price of $10.00 per
Series A Preferred Unit. The Series A Preferred Units have the
preferences, rights and obligations set forth in the Fourth
Amended and Restated Agreement of Limited Partnership of the
Partnership, which is further described in Item 5.03 in this
Current Report on Form 8-K. In exchange for the Series A
Preferred Units, Weston and Royal paid cash of $11.0 million and
$2.0 million, respectively, to the Partnership and Weston
assigned to the Partnership a $2.0 million note receivable from
Royal originally dated September 30, 2016 (the Weston Promissory
Note).

The Preferred Unit Agreement contains customary representations,
warrants and covenants, which include among other things, that,
for as long as the Series A Preferred Units are outstanding, the
Partnership will cause CAM Mining, LLC (CAM Mining) to conduct
its business in the ordinary course consistent with past practice
and use reasonable best efforts to maintain and preserve intact
its current organization, business and franchise and to preserve
the rights, franchises, goodwill and relationships of its
employees, customers, lenders, suppliers, regulators and others
having business relationships with CAM Mining.

The Preferred Unit Agreement stipulates that upon the request of
the holder of the majority of the Partnerships common units
following their conversion from Series A Preferred Units, as
outlined in the Amended and Restated Partnership Agreement (as
defined below), the Partnership will enter into a registration
rights agreement with such holder. Such majority holder has the
right to demand two shelf registration statements and
registration statements on Form S-1, as well as piggyback
registration rights.

The foregoing description is qualified in its entirety by
reference to the Preferred Unit Agreement, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated into this
Current Report on Form 8-K by reference.

Material Relationships

Prior to the transactions described above Royal owned an
approximate 85% limited partner interest in the Partnership and
subsequent to the transactions described above Royal owns an
approximate 55% limited partner interest in the Partnership.
Royal also owns 100% of the ownership interests in Rhino GP. On
March 21, 2016, the Partnership and Royal entered into a
securities purchase agreement (the Securities Purchase Agreement)
to which the Partnership issued 6,000,000 common units in the
Partnership to Royal in a private placement at $1.50 per common
unit for an aggregate purchase price of $9.0 million. Royal paid
the Partnership $2.0 million in cash and delivered a promissory
note payable to the Partnership in the amount of $7.0 million
(the Rhino Promissory Note). The promissory note is payable in
three installments: (i) $3.0 million on July 31, 2016; (ii) $2.0
million on or before September 30, 2016 and (iii) $2.0 million on
or before December 31, 2016.

On September 30, 2016, Royal issued Weston the Weston Promissory
Note in exchange for $2.0 million in cash and Royal contributed
the proceeds to the Partnership in satisfaction of its obligation
to make the September 30, 2016 payment on the promissory note
issued to the Partnership to the Securities Purchase Agreement.

On December 30, 2016, Royal issued Weston a promissory note in
exchange for $2.0 million in cash and Royal contributed the
proceeds to the Partnership in exchange for 200,000 Series A
Preferred Units described above.

Letter Agreement Regarding Rhino Promissory Note and
Weston Promissory Note

On December 30, 2016, the Partnership and Royal entered into a
letter agreement whereby they extended the maturity dates of the
Weston Promissory Note and the final installment payment of the
Rhino Promissory Note to December 31, 2018. The letter agreement
further provides that the aggregate $4.0 million balance of the
Weston Promissory Note and Rhino Promissory Note may be converted
at Royals option into a number of shares of Royals common stock
equal to the outstanding balance multiplied by seventy-five
percent (75%) of the volume-weighted average closing price of
Royals common stock for the 90 days preceding the date of
conversion (Royal VWAP), subject to a minimum Royal VWAP of $3.50
and a maximum Royal VWAP of $7.50.

Seventh Amendment of Amended and Restated Credit
Agreement

On December 30, 2016, Rhino Energy LLC, a wholly owned subsidiary
of the Partnership, as borrower, and the Partnership and certain
of its subsidiaries, as guarantors, entered into a seventh
amendment of its amended and restated credit agreement (the
Seventh Amendment) with PNC Bank, National Association, as
Administrative Agent, PNC Capital Markets and Union Bank, N.A.,
as Joint Lead Arrangers and Joint Bookrunners, Union Bank, N.A.,
as Syndication Agent, Raymond James Bank, FSB, Wells Fargo Bank,
National Association and the Huntington National Bank, as
Co-Documentation Agents and the lenders party thereto. The
Seventh Amendment allows for the Series A Preferred Units as
outlined in the Fourth Amended and Restated Agreement of Limited
Partnership of the Partnership, which is further described in
Item 5.03 in this Current Report on Form 8-K, as well as the
Option Agreement. The Seventh Amendment immediately reduces the
revolving credit commitments by $11.0 million and provides for
additional revolving credit commitment reductions of $2.0 million
each on June 30, 2017 and September 30, 2017. The Seventh
Amendment further reduces the revolving credit commitments over
time on a dollar-for-dollar basis for the net cash proceeds
received from any asset sales after the Seventh Amendment date
once the aggregate net cash proceeds received exceeds $2.0
million. The Seventh Amendment alters the maximum leverage ratio
to 4.0 to 1.0 effective December 31, 2016 through May 31, 2017
and 3.5 to 1.0 from June 30, 2017 through December 31, 2017. The
maximum leverage ratio shall be reduced by 0.50 to 1.0 for every
$10.0 million of net cash proceeds, in the aggregate, received
after the Seventh Amendment date from (i) the issuance of any
equity by the Partnership and/or (ii) the disposition of any
assets in excess of $2.0 million in the aggregate, provided,
however, that in no event will the maximum leverage ratio be
reduced below 3.0 to 1.0. The Seventh Amendment alters the
minimum consolidated EBITDA figure, as calculated on a rolling
twelve months basis, to $12.5 million from December 31, 2017
through May 31, 2017 and $15.0 million from June 30, 2017 through
December 31, 2017. The Seventh Amendment alters the maximum
capital expenditures allowed, as calculated on a rolling twelve
months basis, to $20.0 million through the expiration of the
credit facility. A condition precedent to the effectiveness of
the Seventh Amendment is the receipt of the $13.0 million of cash
proceeds received by the Partnership from the issuance of the
Series A Preferred Units to the Preferred Unit Agreement, which
will be used to repay outstanding borrowings under the revolving
credit facility. Per the Seventh Amendment, the receipt of $13.0
million cash proceeds fulfills the required Royal equity
contributions as outlined in the previous amendments to the
Partnerships credit agreement.

The foregoing description is qualified in its entirety by
reference to the Amendment, a copy of which is attached hereto as
Exhibit 10.3 and is incorporated into this Current Report on Form
8-K by reference.

Item 1.02

Termination of a Material Definitive Agreement.

The Option Agreement supersedes and terminates the Equity
Exchange Agreement entered into by the Partnership, Royal, Rhino
Holdings, Yorktown and Rhino GP on September 30, 2016 (the Equity
Exchange Agreement). The Equity Exchange Agreement had provided
that Yorktown would contribute its shares of common stock of
Armstrong Energy to Rhino Holdings and Rhino Holdings would
contribute those shares to the Partnership in exchange for 10.0
million common units of the Partnership. The Equity Exchange
Agreement also contemplated that Rhino GP would issue a 50%
ownership interest in Rhino GP to Rhino Holdings.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 to this Current
Report on Form 8-K is hereby incorporated by referenced into this
Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

The information regarding the issuance of the Call Option Premium
Units and the Series A Preferred Units set forth in Items 1.01
and 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.02. Each of the issuances of the Call
Option Premium Units and the Series A Preferred Units to the
Option Agreement and the Preferred Unit Agreement, respectively,
was undertaken in reliance upon an exemption from the
registration requirements of the Securities Act of 1933, as
amended, to Section 4(a)(2) thereof.

Item 3.03

Material Modification to Rights of Security Holders.

The information regarding the Series A Preferred Units, the
Preferred Unit Agreement, the Option Agreement, the GP Amendment
and the Amended and Restated Partnership Agreement (as defined
below) set forth in Items 1.01 and 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

Rhino GP manages the operations and activities of the Partnership
as its general partner, and the Partnership is managed and
operated by the board of directors and executive officers of
Rhino GP. Seven members of the board of directors of Rhino GP are
appointed by Royal, as its current sole member and two designees
are appointed by Rhino Holdings to the Option Agreement. Upon the
exercise of the Call Option or the Put Option, the Second Amended
and Restated Limited Liability Company Agreement of Rhino GP, as
amended, will be further amended to provide that Royal and Rhino
Holdings will each have the ability to appoint three directors
and that the remaining director will be the chief executive
officer of Rhino GP unless agreed otherwise. In addition, upon
the exercise of the Call Option or Put Option, Royal will
transfer 51% of the ownership interest in Rhino GP to Rhino
Holdings.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Rhino Holdings Designees to the Rhino
GP Board

to the GP Amendment, Bryan H. Lawrence was appointed to the board
of directors of Rhino GP as a designee of Rhino Holdings on
December 30, 2016 and Rhino Holdings has the right to appoint an
additional independent director. Rhino Holdings will have the
right to appoint two members to the Rhino GP board of directors
for as long as it continues to own 20% of the common units on an
undiluted basis.

Employment Contracts

William Tuorto Employment Contract

On December 30, 2016, Rhino GP entered into an employment
agreement with William Tuorto, Rhino GPs Executive Chairman. The
term of the employment agreement expires on December 31, 2020.
The employment agreement provides for a base salary of $300,000
per year and an annual discretionary bonus of a minimum of 50% of
Mr. Tuortos base salary and a maximum of 100% of his annual base
salary. The employment agreement allows Mr. Tuorto to participate
in the Partnerships employee benefit programs, including
eligibility to receive grants of Partnership units to the
long-term incentive plan adopted by the board of directors of
Rhino GP. The employment agreement also provides for his use of
an automobile suitable for his duties. The employment agreement
provides that if his employment is terminated by Rhino GP without
cause or he resigns for good reason, Mr. Tuorto would be entitled
to receive a lump sum payment equal to his base salary from the
period of termination through the expiration of his employment
agreement. For purposes of the agreement, cause means (1) the
failing to perform substantially his duties (other than any such
failure resulting from incapacity due to disability), within ten
days after written notice from the Partnership; (2) conviction
of, or pleading guilty or no contest to (A) a felony or (B) a
misdemeanor involving dishonesty or moral turpitude; (3) engaging
in any illegal conduct, gross misconduct, or other material
breach of the agreement which is materially and demonstrably
injurious to the business or reputation of the Partnership; or
(4) engaging in any act of dishonesty or fraud involving the
Partnership or any subsidiary or affiliate of the Partnership,
and good reason means the (1) assignment of duties inconsistent
with Mr. Tuortos office or material diminution of his position,
(2) a reduction in his salary or benefits or (3) purported
termination of his employment other than for cause, death or
disability. If Mr. Tuorto is terminated for cause, or resigns
without good reason he will be entitled to receive any unpaid
salary, payment in respect of accrued vacation days and
reimbursement for business expenses, in each case, through the
date of his termination. Mr. Tuorto is subject to certain
confidentiality and nonsolicitation covenants. The
confidentiality covenants are perpetual, while the
nonsolicitation period runs during the term of Mr. Tuortos
employment agreement.

Richard A. Boone Employment Contract

On December 30, 2016, Rhino GP entered into an amended and
restated employment agreement with Richard A. Boone, Rhino GPs
Chief Executive Officer and President. The term of the employment
agreement expires on December 31, 2018. The employment agreement
provides for a base salary of $300,000 per year and an annual
discretionary bonus of a minimum of 10% of Mr. Boones base salary
and a maximum of 100% of his annual base salary. The employment
agreement allows Mr. Boone to participate in the Partnerships
employee benefit programs, including eligibility to receive
grants of Partnership units to the long-term incentive plan
adopted by the board of directors of Rhino GP. The agreement also
provides for his use of an automobile suitable for his duties.
The employment agreement provides that if his employment is
terminated by Rhino GP without cause or he resigns for good
reason, Mr. Boone would be entitled to receive a lump sum payment
equal to his base salary from the period of termination through
the expiration of his employment agreement. For purposes of the
agreement, cause means (1) the failing to perform substantially
his duties (other than any such failure resulting from incapacity
due to disability), within ten days after written notice from the
Partnership; (2) conviction of, or pleading guilty or no contest
to (A) a felony or (B) a misdemeanor involving dishonesty or
moral turpitude; (3) engaging in any illegal conduct, gross
misconduct, or other material breach of the agreement which is
materially and demonstrably injurious to the business or
reputation of the Partnership; or (4) engaging in any act of
dishonesty or fraud involving the Partnership or any subsidiary
or affiliate of the Partnership, and good reason means the (1)
assignment of duties inconsistent with Mr. Boones office or
material diminution of his position, (2) a reduction in his
salary or benefits or (3) purported termination of his employment
other than for cause, death or disability. If Mr. Boone is
terminated for cause, or resigns without good reason he will be
entitled to receive any unpaid salary, payment in respect of
accrued vacation days and reimbursement for business expenses, in
each case, through the date of his termination. Mr. Boone is
subject to certain confidentiality and nonsolicitation covenants.
The confidentiality covenants are perpetual, while the
nonsolicitation period runs during the term of Mr. Boones
employment agreement.

Resignation of Joseph E. Funk

On December 30, 2016, Joseph E. Funk submitted a letter to Rhino
GP to which he resigned from all director and officer positions
that he held with Rhino GP, the Partnership and their affiliates.
Mr. Funk served as Chief Executive Officer of Rhino GP since
November 2014 and director of Rhino GP since April 2015. As
previously announced, Mr. Funk will remain a senior advisor to
the Partnership through March 31, 2017. Mr. Funks decision to
resign from the Rhino GP board of directors was not the result of
any disagreement with Rhino GP or the Partnership.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Fourth Amended and Restated Agreement of Limited
Partnership of Rhino Resource Partners LP

On December 30, 2016, Rhino GP entered into the Fourth Amended
and Restated Agreement of Limited Partnership of the Partnership
(Amended and Restated Partnership Agreement) to create, authorize
and issue the Series A Preferred Units.

The Series A Preferred Units are a new class of equity security
that rank senior to all classes or series of equity securities of
the Partnership with respect to distribution rights and rights
upon liquidation. The holders of the Series A Preferred Units
shall be entitled to receive annual distributions equal to the
greater of (i) 50% of the CAM Mining free cash flow (as defined
below) and (ii) an amount equal to the number of outstanding
Series A Preferred Units multiplied by $0.80. CAM Mining free
cash flow is defined in the Amended and Restated Partnership
Agreement as (i) the total revenue of the Partnerships Central
Appalachia business segment, minus (ii) the cost of operations
(exclusive of depreciation, depletion and amortization) for the
Partnerships Central Appalachia business segment, minus (iii) an
amount equal to $6.50, multiplied by the aggregate number of met
coal and steam coal tons sold by the Partnership from its Central
Appalachia business segment. If the Partnership fails to pay any
or all of the distributions in respect of the Series A Preferred
Units, such deficiency will accrue until paid in full and the
Partnership will not be permitted to pay any distributions on its
partnership interests that rank junior to the Series A Preferred
Units, including its common units. The Series A Preferred Units
will be liquidated in accordance with their capital accounts and
upon liquidation will be entitled to distributions of property
and cash in accordance with the balances of their capital
accounts prior to such distributions to equity securities that
rank junior to the Series A Preferred Units.

The Series A Preferred Units will vote on an as-converted basis
with the common units, and the Partnership will be restricted
from taking certain actions without the consent of the holders of
a majority of the Series A Preferred Units, including: (i) the
issuance of additional Series A Preferred Units, or securities
that rank senior or equal to the Series A Preferred Units; (ii)
the sale or transfer of CAM Mining or a material portion of its
assets; (iii) the repurchase of common units, or the issuance of
rights or warrants to holders of common units entitling them to
purchase common units at less than fair market value; (iv)
consummation of a spin off; (v) the incurrence, assumption or
guaranty indebtedness for borrowed money in excess of $50.0
million except indebtedness relating to entities or assets that
are acquired by the Partnership or its affiliates that is in
existence at the time of such acquisition or (vi) the
modification of CAM Minings accounting principles or the
financial or operational reporting principles of the Partnerships
Central Appalachia business segment, subject to certain
exceptions.

The Partnership will have the option to convert the outstanding
Series A Preferred Units at any time on or after the time at
which the amount of aggregate distributions paid in respect of
each Series A Preferred Unit exceeds $10.00 per unit. Each Series
A Preferred Unit will convert into a number of common units equal
to the quotient (the Series A Conversion Ratio) of (i) the sum of
$10.00 and any unpaid distributions in respect of such Series A
Preferred Unit divided by (ii) 75% of the volume-weighted average
closing price of the common units for the preceding 90 trading
days (the VWAP); provided however, that the VWAP will be capped
at a minimum of $2.00 and a maximum of $10.00. On December 31,
2021, all outstanding Series A Preferred Units will convert into
common units at the then applicable Series A Conversion Ratio.

The foregoing description of the Amended and Restated Partnership
Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Amended
Partnership Agreement, a copy of which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

Item 7.01

Regulation FD Disclosure.

On December 30, 2016, the Partnership issued a press release
announcing execution of the Option Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the
information in this report, including Exhibit 99.1, shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 (Exchange Act) or otherwise subject to the
liabilities of that section, nor shall such information,
including Exhibit 99.1, be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Fourth Amended and Restated Agreement of Limited Partnership of Rhino Resource Partners LP, dated as of December 30, 2016
10.1		Option Agreement, dated as of December 30, 2016, by and among Rhino Resource Partners Holdings LLC, Rhino Resource Partners LP, Rhino GP LLC, and Royal Energy Resources, Inc., a Delaware corporation
10.2		Series A Preferred Unit Purchase Agreement, dated as of December 30, 2016, by and among Rhino Resource Partners LP, Weston Energy LLC and Royal Energy Resources, Inc.
10.3		Seventh Amendment to Amended and Restated Credit Agreement, dated December 30, 2016 by and among Rhino Energy LLC, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets and Union Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Union Bank, N.A., as Syndication Agent, Raymond James Bank, FSB, Wells Fargo Bank, National Association and the Huntington National Bank, as Co-Documentation Agents and the guarantors and lenders party thereto
10.4		Letter Agreement, dated December 30, 2016, by and between Rhino Resource Partners LP and Royal Energy Resources, Inc.
99.1		Press Release issued by Rhino Resource Partners LP, dated December 30, 2016