Exhibit 10.15


 


ADMINISTRATIVE
SERVICES AGREEMENT


 


This
ADMINISTRATIVE SERVICES AGREEMENT dated as of                         ,
2008 (this “Agreement”), is entered into by and between Rhino Resources, Inc.,
a Delaware corporation (“Rhino”), and Wexford Capital LLC, a Connecticut
limited liability company (“Wexford”). 
Rhino and Wexford sometimes hereinafter are referred to each as a “Party”
and collectively as the “Parties.”


 


WITNESSETH:


 


WHEREAS,
Wexford has been providing certain services to Rhino Energy LLC, a Delaware
limited liability company and its subsidiaries (collectively “Energy”);


 


WHEREAS,
Energy will become a wholly owned subsidiary of Rhino in connection with Rhino’s
initial public offering;


 


WHEREAS,
Wexford is willing to continue to provide such services to Rhino as it has
previously provided to Energy, and Rhino desires to receive such services from Wexford,
all upon the terms and subject to the conditions herein contained;


 


WHEREAS,
Wexford is performing Wexford Services on an a fully allocated cost basis.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:


 


Section 1.               Services.  Wexford
hereby agrees to provide to Rhino and its subsidiaries services similar to
those which historically have been provided to Energy by Wexford (“Wexford Services”).  Wexford Services shall include, without
limitation, legal services and assistance with financing transactions.  Wexford shall provide Wexford Services at
such times as are reasonably requested by Rhino, provided that the performance
of such Wexford Services would not reasonably be expected to interfere
materially with Wexford’s operations and other responsibilities.  Wexford Services may not be expanded except
in accordance with Section 9 of this Agreement.


 


Section 2.               Service Period.  Wexford
shall provide Wexford Services to Rhino for such period of time as they shall
mutually agree (the “Service Period”). 
Rhino may terminate its receipt of some or all of Wexford Services, upon
thirty (30) days advance written notice.


 


Section 3.               Compensation.  In
order to reimburse Wexford for costs incurred in connection with providing Wexford
Services, Rhino shall pay to Wexford promptly on receipt of quarterly invoices
based on (a) the hours spent by each employee in providing Wexford Services and
Wexford’s


 

















 


actual and
documented out of pocket expenses incurred 
in connection with Wexford Services or (b) as Rhino and Wexford
otherwise agree.


 


Section 4.               Indemnification.  Rhino
shall indemnify and hold harmless Wexford, and its officers, directors,
employees, stockholders, agents and representatives (collectively, “Wexford
Indemnitees”) from and against any and all losses, liabilities, damages,
claims, and expenses (including reasonable attorneys’ fees and expenses)
suffered or incurred by any Wexford Indemnitee that arise out of or are related
to any action taken by Wexford or any of its employees taken while performing Wexford
Services for the benefit of, or on behalf of, Rhino; provided, however,
that the  Wexford Indemnitee shall not be
indemnified and held harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of
the matter for which the Wexford Indemnitee is seeking indemnification pursuant
to this Section 4 engaged in gross negligence or willfull misconduct.


 


Section 5.               Relationship of the Parties. 
Wexford shall be retained by Rhino only for the purposes and to the
extent set forth in this Agreement, and shall serve Rhino solely as an
independent contractor.  Neither Party
shall have any authority to enter into agreements or commitments on behalf of
the other Party or to bind the other Party in any respect, except as expressly
authorized in writing by such other Party. 
Wexford shall be entitled to receive any payments from Rhino by way of
compensation, expenses, reimbursements or otherwise in respect of Wexford, except
for the reimbursement to be paid as set forth herein.  Nothing contained herein shall be construed
as making either Party, or any of its employees, an employee, officer, director
or owner of any other Party hereto.


 


Section 6.               Waivers and Consents. 
The terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by a written document executed by Rhino
and Wexford.  No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to
any other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given.


 


Section 7.               Notices.  All notices,
requests, consents and other communications hereunder shall be in writing,
shall be addressed to the receiving Party’s address set forth below or to such
other address as a Party may designate by notice hereunder, and shall be either
(a) delivered by hand, (b) made by confirmed facsimile transmission, (c) sent
by overnight courier, or (d) sent by certified or registered mail, return
receipt requested, postage prepaid.


 


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  If
  to Wexford:

  
	
   

  	
   

  
	
   

  	
  Wexford Capital LLC

  411 West Putnam Avenue

  Greenwich, Connecticut 06830

  Attention: General Counsel

  Fax:

  
	
   

  	
   

  
	
  and
  if to Rhino:

  
	
   

  	
   

  
	
   

  	
  Rhino Resources, Inc.

  3120 Wall Street, Suite 310

  Lexington, Kentucky 40513

  Attention: General Counsel

  Fax: (853) 389-6588

  
			






 


All notices, requests, consents and other
communications hereunder shall be deemed to have been received:  (a) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set forth
above; (b) if made by facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise; (c) if
sent by overnight courier, on the next business day following the day such
mailing is made; or (d) if sent by certified or registered mail, return
receipt requested, on the date indicated as the receipt date on such returned
receipt, or on the 5th day following the time of such mailing thereof
to such address (or in the case that such 5th day is a Saturday, Sunday or a legal holiday,
on the immediately following business day), if a receipt is not returned.


 


Section 8.               Successors and Assigns. 
This Agreement may not be assigned in whole or in part without the
written consent of all of the non-assigning Parties.  This Agreement shall be binding upon and inure
to the benefit of Rhino and Wexford, and each of their respective successors
and assigns.


 


Section 9.               Entire Agreement/Amendment. 
This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and except as otherwise provided herein,
supersedes all prior agreements or understandings written or oral in respect
thereof.  This Agreement may be amended
or modified at any time or from time to time only by a written instrument specifically
stating that such written instrument is intended to amend or modify this
Agreement signed by the Parties hereto.


 


Section 10.             Severability.  The
provisions of this Agreement shall be regarded as divisible, and if any of said
provisions or any part hereof are declared invalid or unenforceable by a court
of competent jurisdiction, the validity and enforceability of the remainder of
such provisions or parts hereof and the applicability thereof shall not be
affected thereby.


 


Section 11.             Governing Law.  This
Agreement and the rights and obligations hereunder shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflict of laws principles thereof.


 


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Section 12.             Headings.  The
paragraph headings contained herein are for convenience and reference only and
shall not be given effect in the interpretation of any term or condition of
this Agreement.


 


Section 13.             Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall be deemed one and the same
instrument.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


 


	
   

  	
  WEXFORD CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Arthur
  H. Amron

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RHINO RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Nicholas
  R. Glancy

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 


 


SIGNATURE PAGE


ADMINISTRATIVE
SERVICES AGREEMENT