SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
This SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 19, 2021, is by and among 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”).
A.Borrower, the Lenders party thereto and Agent entered into that certain Credit and Security Agreement dated as of November 2, 2018 (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.
B.The parties hereto have agreed to modify the terms and conditions of the Agreement as more fully set forth herein.
C.Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
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:
1.Amendment to Section 1.2 (New Definition). Section 1.2 of the Agreement is hereby amended by adding the following definition thereto in proper alphabetical order:
“Excluded Capital Expenditures” shall mean Capital Expenditures not funded by Indebtedness made by the Borrowers, which shall include (a) $8,000,000 for each testing period used to determine the Fixed Charge Coverage Ratio provided in Section 6.3 ending on March 31, 2021 through and including December 31, 2021, plus (b) up to an additional $2,000,000 per fiscal quarter for each fiscal quarter ending on March 31, 2021 through and including December 31, 2021, until an aggregate of $8,000,000 is excluded hereunder; provided that any Capital Expenditures financed by additional Indebtedness in respect of Capital Expenditures incurred during any such fiscal quarter shall reduce the foregoing amount on a dollar for dollar basis and the Borrowers shall be permitted to defer such reduced amount once to a subsequent fiscal quarter not more than four (4) quarters beyond the deferral period.
2.Amendment to Section 1.2 (Existing Definitions). Section 1.2 of the Agreement is hereby amended by deleting the following definitions in their entirety and replacing them with the following: