Rhino Resource Partners LP (Form: 8-K, Received: 03/23/2016 16:23:45)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2016

Rhino Resource Partners LP
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

001-34892
(Commission
File Number)

27-2377517
(IRS Employer
Identification No.)

424 Lewis Hargett Circle, Suite 250
Lexington, Kentucky 40503
(Address of principal executive office) (Zip Code)

(859) 389-6500
(Registrants’ telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On March 17, 2016, Rhino Resource Partners LP (OTCQB: RHNO) (the “ Partnership ”) announced the consummation of the previously announced sale to Royal Energy Resources, Inc. (OTCQB: ROYE) (“ Royal ”) of the membership interests of Rhino GP LLC, the general partner of the Partnership (the “ General Partner ”), as well as 9,455,252 issued and outstanding subordinated units representing limited partner interests of the Partnership, owned by Wexford Capital LP (“ Wexford ”). As previously disclosed, on January 21, 2016, Royal acquired 6,769,112 issued and outstanding common units representing limited partner interests of the Partnership owned by Wexford. As a result of this transaction (the “ General Partner Acquisition ”), Royal controls the Partnership. The following events took place in connection with the consummation of the General Partner Acquisition:

ITEM 1.01 Entry into Material Definitive Agreement.

Fourth Amendment to Amended and Restated Credit Agreement

On March 17, 2016, Rhino Energy LLC, a wholly owned subsidiary of the Partnership, as borrower (“ Operating Company ”), and the Partnership and certain of its subsidiaries, as guarantors, entered into an amendment (the “ Fourth Amendment ”) of its amended and restated credit agreement, dated July 29, 2011, as amended by the first, second and third amendments thereto, 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 “ Amended and Restated Credit Agreement ”). The Fourth Amendment amends the definition of change of control in the Amended and Restated Credit Agreement to permit Royal to purchase the membership interests of the General Partner and sets the expiration date of the facility at July 2016.

The Fourth Amendment reduces the borrowing capacity under the credit facility to a maximum of $80 million and reduces the amount available for letters of credit to $30 million. The Fourth Amendment eliminates the option to borrow funds utilizing the LIBOR rate plus an applicable margin and establishes the borrowing rate for all borrowings under the facility to be based upon the current PRIME rate plus an applicable margin of 3.50%. The Fourth Amendment eliminates the capability to make Swing Loans under the facility. The Fourth Amendment alters the maximum leverage ratio, calculated as of the end of the most recent month, on a trailing twelve month basis, to 6.75 to 1.00. The leverage ratio shall be reduced by 0.50 to 1.00 for every $10 million of net cash proceeds, in the aggregate, received by the Partnership after the date of the Fourth Amendment from a liquidity event; provided, however, that in no event shall the maximum permitted leverage ratio be reduced below 3.00 to 1.00. A liquidity event is defined in the Fourth Amendment as the issuance of any equity by the Partnership on or after the Fourth Amendment effective date (other than the Royal equity contribution discussed below) or the disposition of any assets by the Partnership. The Fourth Amendment requires the Partnership to maintain minimum liquidity of $5 million and minimum EBITDA, calculated as of the end of the most recent month, on a trailing twelve month basis, of $8 million. The Fourth Amendment limits the amount of the Partnership’s capital expenditures to $15 million, calculated as of end of the most recent month, on a trailing twelve month basis. The Fourth Amendment requires the Partnership to provide monthly financial statements and a weekly rolling thirteen week cash flow forecast to the Administrative Agent.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Equity Capital Infusion

To the extent required, the information contained in Items 5.01 and 5.02 in this Current Report on Form 8-K is also incorporated by reference into this Item 1.01 under this heading.

Securities Purchase Agreement

On March 21, 2016, the Partnership and Royal entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) pursuant to which the Partnership issued 60,000,000 common units in the Partnership to

Royal in a private placement at $0.15 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 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. In the event the disinterested members of the board of directors of the General Partner determine that the Partnership does not need the capital that would be provided by either or both installments set forth in (ii) and (iii) above, in each case, the Partnership has the option to rescind Royal’s purchase of 13,333,333 common units and the applicable installment will not be payable (each, a “ Rescission Right ”). If the Partnership fails to exercise a Rescission Right, in each case, the Partnership has the option to repurchase 13,333,333 common units at $0.30 per common unit from Royal (each, a “ Repurchase Option ”). The Repurchase Options terminate on December 31, 2017. Royal’s obligation to pay any installment of the promissory note is subject to certain conditions, including that the Operating Company has entered into an agreement to extend the Amended and Restated Credit Agreement, as amended, to a date no sooner than December 31, 2017. In the event such conditions are not satisfied as of the date each installment is due, Royal has the right to cancel the remaining unpaid balance of the promissory note in exchange for the surrender of such number of common units equal to the principal balance of the promissory note divided by $0.15.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Registration Rights Agreement

Pursuant to the Securities Purchase Agreement, on March 21, 2016, the Partnership and Royal entered into a registration rights agreement (the “ Registration Rights Agreement ”). The Registration Rights Agreement grants Royal piggyback registration rights under certain circumstances with respect to the common units issued to Royal pursuant to the Securities Purchase Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement which is filed as Exhibit 4.1 hereto 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 disclosure set forth above under Item 1.01 to this Current Report on Form 8-K under the heading “Fourth Amendment to Amended and Restated Credit Agreement” is hereby incorporated by referenced into this Item 2.03.

ITEM 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under Item 1.01 to this Current Report on Form 8-K under the heading “Equity Capital Infusion” is hereby incorporated by referenced into this Item 3.02. To the extent required, the information contained in Items 5.01 and 5.02 in this Current Report on Form 8-K is also incorporated by reference into this Item 3.02.

ITEM 5.01 Changes in Control of Registrant.

As previously discussed, on March 17, 2016, Royal acquired all of the membership interests of the General Partner from Wexford. The General Partner manages the operations and activities of the Partnership. The Partnership is managed and operated by the board of directors and executive officers of the General Partner. As a result of the consummation of the General Partner Acquisition, Royal controls the General Partner and has the right to appoint all members of the board of directors of the General Partner.

To the extent required, the information contained in Items 3.02 and 5.02 in this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

Subsequent to the consummation of the General Partner Acquisition, on and effective as of March 17, 2016, Mark D. Zand, Arthur H. Amron, Kenneth A. Rubin, Philip Braunstein, Mark L. Plaumann and Douglas Lambert, each a member of the board of directors of the General Partner, resigned in his capacity as such. These resignations were not a result of any disagreements between the General Partner and the directors on any matter relating to the General Partner’s operations, policies or practices.

Joseph E. Funk and James F. Tompkins remain as members of the board of directors of the General Partner. Subsequent to the forgoing resignations, on and effective as of March 17, 2016, Royal as the owner of the General Partner appointed each of the following as members to the board of directors of the General Partner: William Tuorto, Chairman and Chief Executive Officer of Royal, Ronald Phillips, President and Secretary of Royal, Ian Ganzer, Chief Operating Officer of Royal, Douglas Holsted, Chief Financial Officer of Royal and Brian Hughs, Vice President and a Director of Royal and Michael Thompson and David Hanig as independent members of the board of directors of the General Partner.

Mr. Thompson and Mr. Hanig have been named to the audit and conflicts committees of the board of directors of the General Partner. Mr. Tompkins will remain a member of the audit and conflicts committees. Mr. Tuorto and Mr. Funk have been named to the compensation committee.

Mr. Tuorto holds all of the Series A Preferred Stock in Royal and a majority of the common stock in Royal. Because of the special voting rights of the Series A Preferred Stock (which is entitled to 54% of the total votes on any matter on which shareholders have a right to vote) of Royal, as of March 23, 2016, Mr. Tuorto controlled 76.4% of the votes on any matter requiring a vote of the Royal shareholders. Messrs. Ganzer, Holsted and Hughs also hold common stock in Royal.

There is no arrangement or understanding between any of these newly elected directors, and any other person pursuant to which such directors were elected. There are no other relationships of the newly elected directors that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Director Compensation

Each director of the board of directors of the General Partner receives a $20,000 annual base director fee and a grant of that number of common units having a grant date value of approximately $25,000 (based on the preceding 10-day average price per unit), 25% of which vest on the grant date and 75% of which are restricted units that vest one-third on the first day of each of the first three calendar quarters that begin following the grant date (with vesting to be accelerated upon the director’s death or disability and on a change of control (as defined in the LTIP)). Distributions made on a restricted unit are held by the General Partner (without interest) and vest or are forfeited when the restricted unit vests or is forfeited, as applicable. In addition, the chairs of the audit committee and conflicts committee receive a $15,000 fee, the chair of any other committee (including the compensation committee) receives a $10,000 fee, audit committee and conflicts committee members receive a $10,000 fee and the other committee members receive a $5,000 fee, for their service in such roles each year. Each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees, and each director is fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.

ITEM 7.01 Regulation FD Disclosure.

The Partnership issued a press release on March 17, 2016 announcing the consummation of the previously announced sale to Royal of the membership interests of Rhino GP LLC, as well as 9,455,252 issued and outstanding subordinated units representing limited partner interests of the Partnership, owned by Wexford. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The Partnership issued a press release on March 21, 2016 announcing the execution of the Securities Purchase Agreement . A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

4.1		Registration Rights Agreement, dated March 21, 2016 by and between Rhino Resource Partners, L.P. and Royal Energy Resources, Inc.

10.1		Fourth Amendment to Amended and Restated Credit Agreement, dated March 17, 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.

10.2		Securities Purchase Agreement, dated March 21, 2016 by and between Rhino Resource Partners, L.P. and Royal Energy Resources, Inc.

99.1		Press Release, March 17, 2016

99.2		Press Release, March 21, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RHINO RESOURCE PARTNERS LP

	By:	Rhino GP LLC,
		Its General Partner

Dated: March 23, 2016	By:	/s/ Whitney C. Kegley
	Name:	Whitney C. Kegley
	Title:	Vice President, Secretary and General Counsel

Exhibit 4.1

Exhibit “C”

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made this 21 day of March, 2016, by Rhino Resource Partners LP, a Delaware limited partnership (the “ Company ”) and Royal Energy Resources, Inc., a Delaware corporation (the “ Purchaser ”).

1. Registration Rights.

1.1 Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

(a) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(b) “Common Units” shall mean the common units of the Company.

(c) The terms “Register,” “Registered” and “Registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement.

(d) “Registrable Units” shall mean the Units.

(e) “Registration Expenses” shall mean all expenses incurred by the Company in complying with Section 2, including, without limitation, all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such Registration and the reasonable fees and disbursements of counsel for the Selling Unitholders, as selling shareholders.

(f) “Registration Statement” shall mean Form S-1 or Form S-3, whichever is applicable, in the form promulgated by the Commission or any substantially similar or successor form then in effect.

(g) “Restriction Termination Date” shall mean, with respect to any Registrable Units, the earliest of (i) the date that such Registrable Units shall have been Registered and sold or otherwise disposed of in accordance with the intended method of distribution by the seller or sellers thereof set forth in the Registration Statement covering such securities or transferred in compliance with Rule 144 or another available exemption, and (ii) the date that an opinion of counsel to the Company containing reasonable assumptions (which opinion shall be subject to the reasonable approval of counsel to any affected Purchaser) shall have been rendered to the effect that any restrictive legend placed upon the Registrable Units under the Securities Act can be properly removed and such legend shall have been removed.

(i) “Rule 144” shall mean Rule 144 promulgated by the Commission pursuant to the Securities Act and any successor rules thereto.

(j) “Securities Act” shall mean the Securities Act of 1933, as amended.

(k) “Securities Purchase Agreement” means the Securities Purchase Agreement entered into between the Purchaser and the Company and to which this Registration Rights Agreement is attached as Exhibit “C.”

(l) “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Units pursuant to this Agreement.

(m) “Selling Unitholder” shall mean a holder of Registrable Units.

(n) “Units” shall mean the Common Units issuable or issued to the Purchaser pursuant to the Securities Purchase Agreement.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Unit Purchase Agreement.

1.2 Piggyback Registration

(a) Each time that the Company proposes to Register a public offering of its Common Units (including an offering of Common Units issuable upon conversion or exercise of other securities), the Company shall promptly give written notice of such proposed Registration to all holder of Registrable Units, which shall offer such holders the right to request inclusion of any Registrable Units in the proposed Registration.

(b) Each holder of Registrable Units shall have ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Units such holder intends to sell and the holder’s intended plan of disposition.

(c) Upon receipt of a written request pursuant to Section 1.2 (b), the Company shall promptly use its best efforts to cause all such Registrable Units to be Registered, to the extent required to permit sale or disposition as set forth in the written request.

1.3 Preparation and Filing .

If and whenever the Company is under an obligation pursuant to the provisions of Section 1.2 to include the Registration of any Registrable Units, the Company shall:

(a) prepare and file with the Commission a Registration Statement with respect to such Registrable Units and use its best efforts to cause such Registration Statement to become and remain effective in accordance with Section 1.3(b) hereof, keeping each Selling Unitholder advised as to the initiation, progress and completion of the Registration;

(b) prepare and file with the Commission such amendments and supplements to such Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Units covered by such registration statement;

(c) furnish to the Selling Unitholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Unitholder may

reasonably request in order to facilitate the public sale or other disposition of such Registrable Units;

(d) at any time when a prospectus covered by such Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 2.3 (b) hereof, notify each Selling Unitholder of the happening of any event as a result of which the prospectus included in such Registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, if prepared by the Company, furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading in the light of the circumstances then existing.

1.4 Expenses.

The Company shall pay all Registration Expenses incurred by the Company in complying with this Section 2; provided however that all underwriting discounts and selling commissions applicable to the Registrable Units covered by registrations shall be borne by the seller thereof.

1.5 Information Furnished by Purchaser.

It shall be a condition precedent to the Company’s obligations under this Agreement as to the Selling Unitholder that such Selling Unitholder furnish to the Company in writing such information regarding such Selling Unitholder and the distribution proposed by such Selling Unitholder as the Company may reasonably request.

1.6 Indemnification.

1.6.1 Company’s Indemnification of Purchasers.

The Company shall indemnify the Selling Unitholder, each of its officers, directors and constituent partners, and each person controlling such Selling Unitholder, and each underwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls such underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or any related Registration Statement incident to any such Registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to actions or inaction required of the Company in connection with any such Registration; and the Company will reimburse such Selling Unitholder, each such underwriter, each of their officers, directors and constituent partners and each person who controls such Selling Unitholder or underwriter, for any legal and any other expenses as reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided however, that the indemnity contained in this Section 1.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based

upon any untrue statement or omission based upon written information furnished to the Company by such Selling Unitholder, underwriter, controlling person or other indemnified person and stated to be for use in connection with the offering of securities of the Company.

1.6.2 Selling Unitholder’s Indemnification of Company.

The Selling Unitholder shall indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s Registrable Units covered by a Registration Statement, each person who controls the Company or such underwriter within the meaning of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) suffered or incurred by any of them and arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement or related prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Selling Unitholder of any rule or regulation promulgated under the Securities Act applicable to such Selling Unitholder and relating to actions or inaction required of such Selling Unitholder in connection with the Registration of the Registrable Units pursuant to such Registration Statement; and will reimburse the Company, such directors, officers, partners, persons, underwriters and controlling persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; such indemnification and reimbursement shall be to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus in reliance upon and in conformity with written information furnished to the Company by such Selling Unitholder and stated to be specifically for use in connection with the offering of Registrable Units. Anything in the foregoing to the contrary notwithstanding, in no event shall the aggregate obligations of a Selling Unitholder under this Section 1.6.2 to all parties that may be entitled to indemnification hereunder exceed the amount of proceeds received by such Selling Unitholder in connection with such offering of Registrable Units.

1.6.3 Indemnification Procedure.

Promptly after receipt by an indemnified party under this Section 1.6 of notice of the commencement of any action which may give rise to a claim for indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.6, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the parties entitled to indemnification shall have the, right to employ, separate counsel (reasonably satisfactory to the indemnifying party) to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for all indemnified

parties, which counsel shall be designated in writing by the Purchasers of a majority of the Registrable Units).

1.6.4 Contribution.

If the indemnification provided for in this Section 1.6 from an indemnifying party is unavailable to an indemnified party hereunder in respect to any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party and the parties’ relative intent, knowledge, access to information supplied by such indemnifying party or indemnified party and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, proceeding or claim.

2. Covenants of the Company .

The Company agrees to:

(a) Notify the holders of Registrable Units included in a Registration Statement of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.

(b) Take all other reasonable actions necessary to facilitate disposition of the Registrable Units by the holders thereof pursuant to the Registration Statement.

(c) Prior to the filing of the Registration Statement or any amendment thereto (whether pre-effective or post-effective), and prior to the filing of any prospectus or prospectus supplement related thereto, the Company will provide the Selling Unitholder with copies of all pages thereto, if any, which reference such Selling Unitholder.

3. Miscellaneous.

(a) Notices required or permitted to be given hereunder shall be given in accordance with the notice provision of the Securities Purchase Agreement.

(b) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, will not operate as a waiver thereof. No waiver will be effective unless and until it is in writing and signed by the party giving the waiver.

(c) This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Delaware. In the event that any provision of this Agreement is

invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(d) This Agreement may not be assigned by the Purchaser unless notice of the assignment is provided to the Company, and the Company consents to the assignment thereof, which the Company will in all cases provide if the assignment is to an affiliate of the Purchaser or there is no change in beneficial holder.

(e) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by the parties hereto.

(f) This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same Agreement.

IN WITNESS WHEREOF, the Company has executed this Agreement for the benefit of the Purchasers by its duly authorized officer as of the date first above written.

Rhino Resource Partners LP

By: Rhino GP LLC, its general partner

/s/ Joseph Funk
Name: Joseph Funk
Title: Chief Executive Officer


Royal Energy Resources, Inc.


/s/ William Tuorto
Name: William L. Tuorto
Title: Chief Executive Officer

Exhibit 10.1

Execution Version

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “ Amendment ”) dated as of March 17, 2016, is made by and among RHINO ENERGY LLC , a Delaware limited liability company (the “ Borrower ”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION , in its capacity as administrative agent for the Lenders under the Credit Agreement (hereinafter referred to in such capacity as the “ Administrative Agent ”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated July 29, 2011, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated April 18, 2013, as amended by that certain Second Amendment and Consent to Amended and Restated Credit Agreement dated March 19, 2014, as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated April 28, 2015 (as the same may be further amended, modified or supplemented from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower wishes to amend the definition of Change of Control to permit Royal Energy Resources, Inc. to purchase the general partner membership interests of the General Partner, make certain changes to certain covenants, modify the definition of the Expiration Date, reduce the Revolving Credit Commitments, terminate the Swing Loan facility, and make other modifications as set forth below.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions . Except as set forth in this Amendment, defined terms used herein shall have the meanings given to them in the Credit Agreement:

2. Amendment to Credit Agreement

(a) Defined Terms - New . Section 1.1 of the Credit Agreement shall be amended by adding the following new definitions thereto in appropriate alphabetical order:

“ Cash Collateralize shall mean the cash deposited in accordance with this Agreement with the Administrative Agent, for the benefit of the applicable Issuing Lender, as collateral for any Obligations arising under any Letter of Credit.”

“ Excess Cash shall mean any unrestricted cash or cash equivalents of the Borrower and the other Loan Parties in excess of $2,500,000, in the aggregate, at any time.”

“ Fourth Amendment Effective Date shall mean March 17, 2016.”

“ Royal shall mean Royal Energy Resources, Inc.”

“ Royal Equity Contribution shall mean the $2,000,000 cash equity contribution to be made by Royal to the Borrower on or before the Fourth Amendment Effective Date.”

(b) Defined Terms - Amended . The following definitions contained in Section 1.1 of the Credit Agreement shall be amended and restated as follows:

“ Change of Control shall mean the occurrence of any one or more of the following events: (i) Royal shall fail to own, directly or indirectly, at least 51% of the membership interests in the General Partner, (ii) the General Partner shall cease to own and control, of record and beneficially, 100% of the general partner interests in the MLP, or (iii) the MLP shall cease to own, directly or indirectly, 100% of the membership interests of the Borrower.”

“ Consolidated Total Indebtedness shall mean the Indebtedness of the MLP and its consolidated Subsidiaries determined and consolidated in accordance with GAAP plus the face amount of any outstanding Letters of Credit. It is specifically agreed that Consolidated Total Indebtedness shall not include any obligations of the MLP and its consolidated Subsidiaries with respect to surety bonds entered into in the ordinary course of business; provided that if any such obligations become due and payable and are not paid within fifteen (15) Business Days of the due date therefor, such obligations shall be included in Consolidated Total Indebtedness.”

“ Expiration Date shall mean, with respect to the Revolving Credit Commitments, July 29, 2016.”

“ Liquidity Event shall mean (i) the issuance of any equity by any Loan Party or its Subsidiaries on or after the Fourth Amendment Effective Date (other than the Royal Equity Contribution), or (ii) the disposition of any assets pursuant to Section 8.2.7(vi) of this Agreement on or after the Fourth Amendment Effective Date.”

“ Payment In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit (or, with respect to any Letters of Credit with an expiration date that extends beyond the Expiration Date, the Cash Collateralization of such Letter of Credit).”

“ Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.12 [Swing Loan Commitment] hereof, which Commitments shall be reduced as of the Fourth Amendment Effective Date to $0.”

(c) Permitted Liens . Clause (ix) of the definition of Permitted Liens contained in Section 1.1 of the Credit Agreement shall be amended and restated as follows:

“(ix) Purchase Money Security Interests and capital leases, provided that (A) the aggregate amount of loans and deferred payments secured by such Purchase Money Security Interests and capital leases shall not exceed $20,000,000 (excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P) ) and (B) such Purchase Money Security Interests and capital leases were entered into prior to February 25, 2016.”

(d) Commitment Reduction . Pursuant to Section 2.12 of the Credit Agreement, the Borrower is irrevocably reducing the Revolving Credit Commitments to $80,000,000 as of the Fourth Amendment Effective Date.

(e) Revolving Credit Loan Requests; Swing Loan Requests . Section 2.5 of the Credit Agreement shall be amended and restated in its entirety as follows:

“2.5 Revolving Credit Loan Requests . Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 12:00 noon, the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or with respect to Existing LIBOR Loans, the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “ Loan Request ”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify the (A) proposed Borrowing Date, (B) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which amounts shall be not less than the lesser of $100,000 or the maximum amount available for Borrowing Tranches for each Borrowing Tranche under the Base Rate Option, and (C) confirmation that the Loan Parties are in compliance with Section 8.2.15 [Excess Cash Balances], and upon the Administrative Agent’s request, detailed calculations and evidence of such compliance, in form and substance satisfactory to the Administrative Agent.”

(f) Making Swing Loans . No additional Swing Loans will be made under the Agreement and Section 2.6.3 of the Credit Agreement shall be amended and restated as follows:

“2.6.3 [Intentionally Omitted]”

(g) Issuance of Letters of Credit . Clause (B) of Section 2.9.1 of the Credit Agreement shall be amended and restated as follows:

“(B) in no event expire later than ten (10) Business Days prior to the Expiration Date unless such Letter of Credit scheduled to expire after the Expiration Date is Cash Collateralized in accordance with Section 2.9.11 [Cash Collateral Prior to the Expiration Date];”

(h) Letter of Credit Sublimit . The phrase “$50,000,000” contained in Clause (i) of Section 2.9.1 of the Credit Agreement shall be amended to state “$30,000,000, which amount shall be further reduced on a dollar for dollar basis in connection with the expiration or reduction of any Letters of Credit pursuant to Section 2.12(ii) of this Agreement”.

(i) Cash Collateral Prior to the Expiration Date . Section 2.9 of the Credit Agreement shall be amended to add the following Section 2.9.11 to the end thereof:

“2.9.11 Cash Collateral Prior to the Expiration Date . If any Letter of Credit has an expiration date which is after the Expiration Date or will have an expiration date beyond the Expiration Date based upon an automatic renewal, then the Borrower shall, on or before the date that is the earlier of (i) with respect to any Letter of Credit subject to automatic renewal and which the Loan Parties desire the Letter of Credit to remain outstanding beyond the Expiration Date, (sixty) 60 calendar days plus five (5) Business Days prior to such Letter of Credit’s expiration date, or (ii) ten (10) calendar days prior to the Expiration Date, deposit and pledge Cash Collateral for each such Letter of Credit in an amount equal to 105% of the face value of such outstanding Letter of Credit plus the amount of fees that would be due under such Letter of Credit through the expiry date of such Letter of Credit. Such Cash Collateral shall be deposited pursuant to documentation reasonably satisfactory to the Administrative Agent and such Issuing Lender and the Borrower and shall be maintained in blocked deposit accounts at such Issuing Lender. The Borrower hereby grants to the applicable Issuing Lender a security interest in all Cash Collateral pledged to such Issuing Lender pursuant to this Section or otherwise under this Agreement. The Cash Collateral related to a particular Letter of Credit shall be released by the applicable Issuing Lender upon termination or expiration of such Letter of Credit and the reimbursement by the Loan Parties of all amounts drawn thereon and the payment in full of all fees accrued thereon through the date of such expiration or termination. After the Expiration Date, the Borrower shall pay any and all fees associated with any such Letter of Credit with an expiration date that extends beyond the Expiration Date directly to the applicable Issuing Lender.”

(j) Reduction of Revolving Credit Commitment . The first paragraph of Section 2.12 of the Credit Agreement shall be amended and restated as follows:

“2.12 Reduction of Revolving Credit Commitment . Upon the occurrence of (i) a Liquidity Event the cash from such net proceeds shall further reduce (ratably among the Lenders in proportion to their Ratable Shares) the Revolving Credit Commitments on a dollar for dollar basis until such time as the Revolving Credit Commitments have been reduced in their entirety, or (ii) the expiration of a Letter of

Credit that has not been extended or renewed, or an undrawn reduction in the face amount of a Letter of Credit, shall further reduce (ratably among the Lenders in proportion to their Ratable Shares) the Revolving Credit Commitments by an amount equal to the face value of such Letter of Credit or the reduction of such Letter of Credit, as applicable, on a dollar for dollar basis until such time as the Revolving Credit Commitments have been reduced in their entirety; provided further that any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to (1) cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced or terminated, and (2) maintain pro forma compliance with Section 8.2.18 [Minimum Liquidity] of its Agreement. As used in this section, the term “net proceeds” shall mean the gross proceeds from such Liquidity Event less any accompanying cash sales costs incurred, such as legal, engineering, etc.”

(k) Revolving Credit LIBOR Rate Option . Section 4.1.1(ii) of the Credit Agreement shall be amended and restated as follows:

“(ii) Revolving Credit LIBOR Rate Option. The Loans shall bear interest at the Base Rate Option only and no Loans shall bear interest at the LIBOR Rate Option unless such Loans (i) were subject to the LIBOR Rate Option as of February 25, 2016, and (ii) have Interest Periods of one month (the “ Existing LIBOR Loans ”). Such Existing LIBOR Loans may continue to bear interest at the LIBOR Rate Option until their current monthly Interest Period expires, at which time such Existing LIBOR Loans shall convert to Loans that bear interest at the Base Rate Option. All other Loans subject to the LIBOR Rate Option shall immediately convert to the Base Rate on the Closing Date and the Borrower shall be responsible for any and all applicable fees and costs associated with such conversion pursuant to Section 5.10 [Indemnity] of the Agreement. The Existing LIBOR Loans shall bear interest at a rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the LIBOR Rate plus 4.50% until such time as they convert to Base Rate Loans;”

(l) Renewals . Section 4.2.2 of the Credit Agreement shall be amended and restated as follows:

“4.2.2 Renewals. All renewals of Loans, including Existing LIBOR Loans, shall be at the Base Rate Option in accordance with Section 4.1.1.(ii). [Revolving Credit LIBOR Rate Options];”

(m) Selection of Interest Rate Options . Section 4.5 of the Credit Agreement shall be amended and restated as follows:

“4.5 Selection of Interest Rate Options. In accordance with Section 4.1.1.(ii) [Revolving Credit LIBOR Rate Options], the Base Rate Option shall be the only Interest Rate Option applicable to the Loans upon any renewal, conversion or issuance of new Loans;”

(n) Mandatory Prepayments . Section 5.7 of the Credit Agreement shall be amended and restated as follows:

“5.7 Mandatory Prepayments. If on any Business Day the Borrower or any Loan Party have any Excess Cash on such date, then the Borrower shall prepay the Loans on or before the third Business Day following such date in an amount equal to such Excess Cash.”

(o) “ Compliance with Laws . Section 8.1.9 of the Credit Agreement is hereby amended and restated as follows:

“8.1.9 Compliance with Laws. The Borrower shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects, provided that it shall not be deemed to be a violation of this Section 8.1.9 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.”

(p) Anti-Terrorism Laws. Section 8.1.13 of the Credit Agreement is hereby amended and restated as follows:

“8.1.13 Anti-Terrorism Laws; International Trade Law Compliance . (a) No Covered Entity will become a Sanctioned Person, (b) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with all Anti-Terrorism Laws, and (e) the Borrower shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance.”

(q) Indebtedness . Section 8.2.1(viii) of the Credit Agreement shall be amended and restated as follows:

“(viii) other unsecured Indebtedness of the Loan Parties entered into before February 25, 2016, in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding.”

(r) Loans and Investments . Section 8.2.4 of the Credit Agreement shall be amended and restated to (1) delete the “;” at the end of clause (iii) and replace it with “; and”, (2) delete the “;” at the end of clause (iv) and replace it with “.”, and to delete clauses (v) and (vi) of Section 8.2.4.

(s) Dividends and Related Distributions . Section 8.2.5 of the Credit Agreement shall be amended and restated as follows:

“8.2.5 Dividends and Related Distributions . Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except:

(i) dividends or other distributions payable to another Loan Party (other than the MLP); and

(ii) dividends or other distributions payable by the Borrower to the MLP in such amounts as required to pay the general and administrative costs and expenses of the MLP incurred in connection with the operation of its business including, without limitation, amounts payable to the General Partner pursuant to the terms of the Partnership Agreement that do not constitute distributions on the general partner interest or limited partner interests in the MLP held by the General Partner.”

(t) Disposition of Assets or Subsidiaries . Clause (iv) of Section 8.2.7 of the Credit Agreement shall be amended and restated as follows:

“(iv) any sale, conveyance, assignment, lease, abandonment or other transfer or disposal of assets in the ordinary course of business in an aggregate amount not to exceed $2,500,000 per fiscal year, which assets are replaced by substitute assets of a similar nature and type within thirty (30) days of such sale, transfer, or lease of assets; or.”

(u) Affiliate Transactions . Section 8.2.8 of the Credit Agreement shall be amended and restated as follows:

“8.2.8 Affiliate Transactions . Neither the Borrower, nor any of the Loan Parties, shall or shall permit any of its Subsidiaries to, enter into or carry out any transaction with any Affiliate who is not a Loan Party or an Excluded Subsidiary (including purchasing property or services from or selling property or services to any Affiliate or other Person), unless such transaction is not otherwise prohibited by this Agreement, is entered into upon fair and reasonable arm’s-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law, except:

(i) reimbursement of the General Partner and its Affiliates for general and administrative costs and expenses of the MLP or General Partner or its Affiliates incurred in connection with the operation of the MLP’s business, and

(ii) any dividend, distribution, or redemption permitted by Section 8.2.5 [Dividends and Related Distributions].”

(v) Excess Cash Balances . Section 8.2.15 of the Credit Agreement shall be amended and restated in its entirety as follows:

“8.2.15 Excess Cash Balances . The Borrower may not borrow any Loans to the extent that (a) the Borrower and the Loan Parties have any Excess Cash at such time, or (b) any such Loan would trigger a mandatory prepayment pursuant to Section 5.7 [Mandatory Prepayments] of this Agreement.”

(w) Maximum Leverage Ratio . Section 8.2.17 of the Credit Agreement shall be amended and restated in its entirety as follows:

“8.2.17 Maximum Leverage Ratio . The Loan Parties shall not permit the Leverage Ratio, calculated as of the end of the most recent month, on a trailing twelve month basis, to exceed 6.75 to 1.00. Notwithstanding the foregoing, the Leverage Ratio shall be reduced by 0.50 to 1.00 for every $10,000,000 of net cash proceeds, in the aggregate, received by the Loan Parties after the date of the Fourth Amendment from a Liquidity Event; provided, however, that in no event shall the maximum permitted Leverage Ratio be reduced below 3.00 to 1.00.”

(x) Minimum Liquidity . Section 8.2.18 of the Credit Agreement shall be amended and restated in its entirety as follows:

“8.2.18 Minimum Liquidity . The Loan Parties shall not permit the Liquidity, calculated as of the end of the most recent month, to be less than or equal to $5,000,000.”

(y) Minimum Consolidated EBITDA . Section 8.2.21 of the Credit Agreement shall be amended and restated in its entirety as follows:

“8.2.21 Minimum Consolidated EBITDA . The Loan Parties shall not permit their Consolidated EBITDA, calculated as of the end of the most recent month, on a trailing twelve month basis, to be less than $8,000,000.”

(z) Maximum Capital Expenditures . Section 8.2 of the Credit Agreement shall be amended to add the following new Section 8.2.22 to the end thereof:

“8.2.22 Maximum Capital Expenditures . The Loan Parties shall not, and shall not permit any of its Subsidiaries to, make any payments on account of Capital Expenditures that would cause the aggregate amount of such payments made, calculated as of end of the most recent month, on a trailing twelve month basis, to exceed $15,000,000 for such twelve-month period.”

(aa) Monthly Financial Statements . Section 8.3.1 of the Credit Agreement shall be amended and restated in its entirety as follows:

“8.3.1 Monthly Financial Statements . As soon as available and in any event within twenty (20) calendar days after the end of each calendar month, unaudited financial statements of the MLP and its consolidated Subsidiaries, consisting of a consolidated and consolidating balance sheet as of the end of such month and related consolidated and consolidating statements of income, retained earnings, and cash flows for the month then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower or, if the Borrower so elects, of the General Partner as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.”

(bb) Annual Financial Statements . Section 8.3.2 of the Credit Agreement shall be amended and restated in its entirety as follows:

(i) “8.3.2 Annual Financial Statements . As soon as available and in any event within ninety (90) days after the end of each fiscal year of the MLP, (i) financial statements of the MLP and its consolidated Subsidiaries consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of income, retained earnings, and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent or (ii) the 10-K of the MLP with respect to such fiscal year. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents; provided, however, that with respect to the audited financial statements for the 2015 fiscal year, it will not be a default of this section if such certificate or report of such accountants contains a qualification with respect to the Expiration Date being less than one year from the end of such fiscal year.” (cc) Certificate of the Borrower . The phrase “[Quarterly Financial Statement]” contained Section 8.3.3 and of the Credit Agreement shall be amended to state “[Monthly Financial Statement]”.

(dd) Budgets, Forecasts, Other Reports and Information . Section 8.3.7 of the Credit Agreement to (1) delete the “and” at the end of clause (iv), (2) replace the “.” at the end of clause (v) with “; and”, and (3) add the following new clause (vi) to the end of such section:

“(vi) deliver weekly rolling thirteen week cash flow forecasts to the Administrative Agent on each Tuesday (or, in the even that such Tuesday is not a Business Day, on the first Business Day following such Tuesday) for the preceding week, in form and substance satisfactory to the Administrative Agent (the form of which previously delivered by the Borrower to the Administrative Agent is acknowledged to be acceptable). Additionally, the Administrative Agent may, in its sole discretion, require that the Borrower hire, at its expense, a third party restructuring financial advisor that is satisfactory to the Administrative Agent for the purpose of, among other things, providing cash flow forecasts.”

(ee) Schedules . The following schedules to the Credit Agreement shall be replaced by the applicable schedules attached to this Amendment:

Schedule 1.1(A) — Pricing Grid

Schedule 1.1 (B) — Commitments of Lenders and Addresses for Notices

(ff) Exhibits . The following exhibits to the Credit Agreement shall be replaced by the applicable exhibits attached to this Amendment:

Exhibit 2.5.1 — Loan Request

Exhibit 8.3.3 — Quarterly Compliance Certificate

3. Conditions Precedent . The Borrower acknowledges and agrees that this Amendment and the Administrative Agent and Lenders’ consent set forth in this Amendment are subject to the following conditions precedent as determined by the Administrative Agent to its satisfaction:

(a) Execution and Delivery of Amendment . The Borrower, the Loan Parties, the Administrative Agent, and the Required Lenders shall have executed and delivered this Amendment, and all other documentation necessary for effectiveness of this Amendment shall have been executed and delivered all to the satisfaction of the Borrower, the Lenders and the Administrative Agent.

(b) Acquisition . Evidence satisfactory to the Administrative Agent that Royal has, substantially contemporaneously on the Fourth Amendment Effective Date, acquired all of Wexford’s membership interests in the General Partner and 9,455,252 subordinated membership units of the MLP.

(c) Equity Contribution . Evidence satisfactory to the Administrative Agent that the Royal Equity Contribution has occurred.

(d) Officer’s Certificate . The representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement, as amended by the modifications and additional representations and warranties of this Amendment, and in each of the other Loan Documents shall be true and accurate on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist; and there shall be delivered to the Administrative Agent for the benefit of each Lender a certificate of the Borrower dated the date hereof and signed by the Chief Executive Officer, President, or Chief Financial Officer of the Borrower to each such effect.

(e) Secretary’s Certificate . There shall be delivered to the Administrative Agent for the benefit of each Lender a certificate dated the date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:

(i) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents;

(ii) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and

(iii) copies of its organizational documents, including its certificate of incorporation and bylaws, certificate of limited partnership and limited partnership agreement or limited liability company certificate and operating agreement, as the case may be, as in effect on the date hereof and certified by the appropriate state official where such document is filed in a state office (or, in the event that no change has been made to such organizational documents previously delivered to the Administrative Agent, so certified by the Secretary or Assistant Secretary of such Loan Party), together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in the state of its formation and the state of its principal place of business.

(f) No Defaults under Other Obligations . No default under any note, credit agreement or other document relating to existing Indebtedness of any of the Loan Parties shall occur as a result of this Amendment.

(g) No Actions or Proceedings . No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent’s sole discretion, would make it

inadvisable to consummate the transactions contemplated by this Amendment or any of the other Loan Documents.

(h) Financial Projections . There shall have been delivered to the Administrative Agent for the benefit of each Lender copies of the financial projections of the Borrower and its Subsidiaries, including a balance sheet, income statement, statement of cash flows and assumptions used to prepare such projections, for the 2016 fiscal year, which shall all be satisfactory to the Administrative Agent.

(i) Legal Details . All legal details and proceedings in connection with the transactions contemplated by this Amendment and the other Loan Documents, including but limited to all documentation and information required by the regulatory authorities under applicable “know your customer”, anti-money laundering, and Patriot Act rules and regulations with respect to Royal and the Loan Parties, shall be in form and substance satisfactory to the Administrative Agent and counsel for the Administrative Agent, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request.

(j) Payment of Fees . The Borrowers shall have paid to the Administrative Agent for itself and for the account of the applicable Lenders (a) all fees as required hereunder, including a fee to each Lender that consented to this Amendment in writing on or before 12:00 p.m. (Eastern time), March 17, 2016, equal to twenty-five (25) basis points of such Lender’s Revolving Credit Commitment as of the date hereof, after giving effect to the Revolving Credit Commitment reduction, and (b) all other fees, costs and expenses payable to the Administrative Agent, including but not limited to the fees and expenses of the Administrative Agent’s legal counsel.

4. Representations and Warranties . By its execution and delivery of this Amendment to Administrative Agent, Borrower, and each of the other Loan Parties represents and warrants to Administrative Agent and Lenders as follows:

(a) Authorization, Etc . Each Loan Party has duly authorized, executed, and delivered this Amendment.

(b) Material Adverse Change . After giving effect to this Amendment, no Material Adverse Change shall have occurred with respect to Borrower or any of the other Loan Parties since the Closing Date of the Credit Agreement.

(c) Litigation . After giving effect to this Amendment, there are no actions, suits, investigations, litigation, or governmental proceedings pending or, to Borrower’s or any other Loan Party’s knowledge, threatened against any of the Loan Parties that could reasonably be expected to result in a Material Adverse Change.

(d) Loan Documents . The representations and warranties set forth in the Credit Agreement and the Loan Documents shall be true and correct on and as of the date of this Amendment with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties that relate solely to an earlier date

or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and no Event of Default shall exist and be continuing under the Credit Agreement or under any Loan Document as of the date of this Amendment.

5. Covenants . By its execution and delivery of this Amendment to Administrative Agent, Borrower, and each of the other Loan Parties covenants to deliver, at its expense, to the Administrative Agent and the Lenders, an updated appraisal of the Loan Parties’ coal reserves. Such appraisal shall: (i) be delivered within sixty (60) days of the Fourth Amendment Effective Date, (ii) be prepared John T. Boyd (or such other consultant satisfactory to the Administrative Agent), and (iii) be in form and substance satisfactory to the Administrative Agent.

6. Miscellaneous .

(a) Full Force and Effect . Nothing contained herein shall operate to release the Borrower, any other Loan Party, or any other person or persons from their liability to keep and perform the provisions, conditions, obligations, and agreements contained in the Credit Agreement or the other Loan Documents, except as expressly herein modified, and the Borrower and each other Loan Party hereby reaffirms that each and every provision, condition, obligation, and agreement in the Credit Agreement and the other Loan Documents shall continue in full force and effect, except as expressly herein modified. The Borrower and each other Loan Party acknowledge that there are no agreements to make any further amendments or modifications of the Credit Agreement and the Loan Documents, including, but not limited to, any agreement to further extend the Expiration Date, nor are the Administrative Agent and the Lenders under any obligation to make any further amendments or modifications to the Credit Agreement and the Loan Documents other than those changes expressly set forth in this Amendment . This Amendment shall not constitute or be construed as a waiver of any Event of Default or event which with the giving of notice or the passage of time or both would constitute an Event of Default by Borrower under any of the Loan Documents or any of the Administrative Agent’s or the Lenders’ rights and remedies with respect thereto. The validity, priority and perfection of all security interests and other liens granted or created by the Loan Documents is hereby acknowledged and confirmed, and the Loan Documents shall continue to secure the Loans, as amended by this Amendment, without any change, loss or impairment of the priority of such security interests or other liens.

(b) Release of Administrative Agent and Lenders . The Borrower and each of the other Loan Parties hereby fully and unconditionally release and forever discharge the Administrative Agent and the Lenders, their employees, directors, officers, attorneys, branches, affiliates, subsidiaries, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (the “ Released Parties ”) of and from any and all claims, liabilities, demands, obligations, damages, losses, actions and causes of action whatsoever which the Borrower or any of the other Loan Parties may now have or claim to have against the Released Parties as of the date hereof, whether presently known or unknown and of any nature and extent whatsoever, including, without limitation, on account of or in any way affecting, concerning or arising out of or founded upon this Amendment, the Credit Agreement, or any of the Loan Documents, including but not limited to all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings between the parties up to and including the date hereof, including but not limited to, the administration or enforcement of the Obligations, the Loan or any of the Loan

Documents. The obligations of the Borrower and the other Loan Parties under the Loan Documents and the Credit Agreement, as amended by this Amendment, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by:

(i) any exercise or non-exercise of any right, remedy, power or privilege under or in respect of the Credit Agreement, as amended by this Amendment, the Loan Documents or any document relating to or evidencing any of the Lender’s liens or applicable law, including, without limitation, any waiver, consent, extension, indulgence or other action or inaction in respect thereof; or

(ii) any other act or thing or omission or delay to do any other act or thing which could operate to or as a discharge of the Borrower or any other Loan Party as a matter of law, other than payment in full of all Obligations, including but not limited to all obligations under the Loan Documents and the Credit Agreement, as amended by this Amendment.

(c) Counterparts . This Amendment may be signed in counterparts (by facsimile transmission or otherwise), but all of which together shall constitute one and the same instrument.

(d) Incorporation into Credit Agreement . This Amendment shall be incorporated into the Credit Agreement by this reference. All representations, warranties, Events of Default, and covenants set forth herein shall be a part of the Credit Agreement as if originally contained therein.

(e) Governing Law . This Amendment shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

(f) No Novation . Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. Borrower, the other Loan Parties, each Lender, and Administrative Agent acknowledge and agree that this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement or the other Loan Documents.