SIXTH
AMENDMENT and consent TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
SIXTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of July 19,
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 amended by that certain Fourth Amendment
to Amended and Restated Credit Agreement dated March 17, 2016, and further amended by that certain Fifth Amendment to Amended
and Restated Credit Agreement dated as of May 13, 2016 (as the same may be further amended, modified or supplemented from time
to time, the “Credit Agreement”);


 


WHEREAS,
the Borrower has requested that the Required Lenders consent under the Credit Agreement to, among other things, the sale of its
subsidiary, The Elk Horn Coal Company, LLC, and agree to the application of the proceeds, all 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:


 


“Elk
Horn” shall mean the Borrower’s Subsidiary, The Elk Horn Coal Company, LLC.


 


“Elk
Horn Closing Net Proceeds” shall mean the cash proceeds received by the Loan Parties at the time of closing on the Elk
Horn Purchase Agreement after deducting reasonable costs, expenses and other adjustments associated with such disposition of not
more than $665,000.


 




    	 



    	 



    

 


“Elk
Horn Letter of Intent” means that certain non-binding letter of intent, dated June 7, 2016, by and between the Borrower
and Wexford.


 


“Elk
Horn Purchase Agreement” shall mean the agreement to be entered into between the Borrower and Wexford for the purchase
of one hundred percent (100%) of the equity interests of Elk Horn, which shall be on terms and conditions no less favorable than
those set forth in the Elk Horn Letter of Intent and otherwise in form and substance reasonably acceptable to the Administrative
Agent.


 


“Elk
Horn Royalty” shall mean the $1,500,000 of royalty payments which may be payable in equal monthly installments to the
Loan Parties subsequent to the sale of Elk Horn, all as contemplated by the Elk Horn Letter of Intent.


 


“Sixth
Amendment Effective Date shall mean July 19, 2016.”


 


“Wexford”
shall mean Wexford Capital LP or one or more of its affiliates.


 


(b)       Consent
to Sale of Elk Horn. So long as there has been no sale, conveyance, assignment, lease, abandonment or other transfer or disposal
of assets or assumption of liabilities between any of the Loan Parties and Elk Horn since December 31, 2015, the Required Lenders
(i) consent to the sale of the equity interests in Elk Horn pursuant to the Elk Horn Purchase Agreement for a purchase price of
at least $12,500,000 payable either as (A) Eleven Million Dollars ($11,000,000.00) at closing plus an Elk Horn Royalty of $1,500,000
or (B) Twelve Million Five Hundred Thousand Dollars ($12,500,000) at closing, notwithstanding the restrictions set forth in Section
8.2.7(vi) of the Credit Agreement and (ii) agree to release the liens and security interests of the Administrative Agent and the
Lenders in the equity interests of Elk Horn and its assets upon the sale of the Elk Horn pursuant to the Elk Horn Purchase Agreement
and the receipt of at least $11,000,000 of the purchase price, at closing, by the Loan Parties.


 


(c)       Reduction
of Revolving Credit Commitments. In the event that Elk Horn is sold, notwithstanding the provisions of Section 2.12 of the
Credit Agreement, the Revolving Credit Commitments shall be reduced (ratably among the Lenders in proportion to their Ratable
Shares) as follows:


 


(i)       If
the sale of Elk Horn includes the Elk Horn Royalty, then


 


(A)       by
an amount equal to the greater of (1) the Elk Horn Closing Net Proceeds and (2) $10,335,000, immediately upon the sale of Elk
Horn; and


 


(B)       $375,000
on each of the following dates: September 30, 2016; December 31, 2016; March 31, 2017 and June 30, 2017;


 


or


 


(ii)       If
the sale of Elk Horn is for all cash paid at closing, then by an amount equal to the greater of (1) the Elk Horn Closing Net Proceeds
and (2) $11,835,000, immediately upon the sale of Elk Horn.


 




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The
reduction(s) in Revolving Credit Commitments shall be accompanied by a prepayment of the Notes, to the extent necessary, to cause
the aggregate Revolving Facility Usage after giving effect to such prepayment to be equal to or less than the Revolving Credit
Commitments as so reduced. For the avoidance of doubt, it is acknowledged and agreed that the contemplated commitment reduction(s)
occurring as a result of the sale of Elk Horn do not reduce or in any way affect the Scheduled Reductions in Revolving Credit
Commitments required by Section 2.12(iv) or Scheduled Equity Contributions required by Section 8.1.17.


 


(d)       Schedules.
Upon the sale of Elk Horn, the Borrower shall submit, to the extent necessary, updated schedules to the Credit Agreement.


 


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 Required Lenders and the Administrative Agent.


 


(b)       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 after giving effect
to this Amendment, no Event of Default or Potential Default shall have occurred and be continuing or shall exist after giving
effect to this Amendment; 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.


 


(c)       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


 




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(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.


 


(d)       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 the Loan Parties,
shall be in form and substance satisfactory to 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, as the Administrative Agent or its counsel may reasonably request.


 


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 after giving effect to 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 after giving effect to this Amendment.


 




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5.       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, 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


 




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(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.


 




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[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


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


 


	 	BORROWER:
	 	 
	 	RHINO
    ENERGY LLC, a Delaware limited liability company 
	 	 	 	 
	 	By:	/s/
    Richard A. Boone	(SEAL)
	 	Name:	Richard A. Boone	 
	 	Title: 	Executive Vice President
    and CFO	 




 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


GUARANTORS:


 


	 	BUCK
    COAL, INC.
	 	CAM
    AIRCRAFT LLC
	 	CAM-BB
    LLC
	 	CAM
    coal trading LLC
	 	CAM-COLORADO
    LLC
	 	CAM-KENTUCKY
    REAL ESTATE LLC
	 	CAM
    MINING LLC
	 	CAM-ohio
    real estate LLC
	 	CASTLE
    VALLEY MINING LLC
	 	CLINTON
    STONE LLC
	 	HOPEDALE
    MINING LLC
	 	LEESVILLE
    LAND, LLC
	 	MCCLANE
    CANYON MINING LLC
	 	PENNYRILE
    ENERGY LLC
	 	RAM
    PROCESSING, INC.
	 	RHINO
    COALFIELD SERVICES LLC
	 	RHINO
    EXPLORATION LLC
	 	RHINO
    NORTHERN HOLDINGS LLC
	 	RHINO
    OILFIELD SERVICES LLC
	 	RHINO
    SERVICES LLC
	 	RHINO
    TECHNOLOGIES LLC
	 	RHINO
    TRUCKING LLC
	 	SANDS
    HILL MINING LLC
	 	SPRINGDALE
    LAND, LLC
	 	TAYLORVILLE
    MINING LLC
	 	THE
    ELK HORN COAL COMPANY, LLC
	 	THE
    ELK HORN CORPORATION
	 	TRIAD
    ROOF SUPPORT SYSTEMS LLC


 


	 	By:	/s/
    Richard A. Boone
	 	Name:	Richard
    A. Boone
	 	Title:	Executive
    Vice President and CFO of each 
	 	 	Guarantor
    listed above on behalf of each
	 	 	such
    Guarantor


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	RHINO
    RESOURCE PARTNERS LP
	 	 	 
	 	By:	Rhino
    GP LLC, its general partner
	 	 	 
	 	By:
    	/s/
    Richard A. Boone
	 	Name:	Richard
    A. Boone
	 	Title:	Executive
    Vice President and CFO


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	PNC
    BANK, NATIONAL ASSOCIATION, 

    individually and as Administrative Agent
	 	 	 
	 	By:	/s/
    Christopher B. Gribble
	 	Name:	Christopher
    B. Gribble
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	MUFG
    UNION BANK, N.A.
	 	 	 
	 	By:
    	/s/
    Timothy C. Hintz
	 	Name:	Timothy
    C. Hintz
	 	Title:	Director


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	RAYMOND
    JAMES BANK, N.A.
	 	 
	 	By:	/s/
    H. Fred Coble, Jr.
	 	Name:	H.
    Fred Coble, Jr.
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	THE
    HUNTINGTON NATIONAL BANK
	 	 	 
	 	By:
    	/s/
    Bruce G. Shearer
	 	Name:	Bruce
    G. Shearer
	 	Title:	Senior
    Vice President


 


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:
    	/s/
    Stephanie Micua
	 	Name:	Stephanie
    Micua
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	FIFTH
    THIRD BANK
	 	 	 
	 	By:
    	/s/
    David R. Garcia
	 	Name:	David
    R. Garcia
	 	Title:	Vice
    President


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	ROYAL
    BANK OF CANADA
	 	 	 
	 	By:
    	/s/
    Leslie P. Vowell
	 	Name:	Leslie
    P. Vowell
	 	Title:
    	Attorney-in-Fact


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	BRANCH
    BANKING AND TRUST COMPANY
	 	 	 
	 	By:
    	/s/
    Mary McElwain
	 	Name:
    	Mary
    McElwain
	 	Title:	Senior
    Vice President


 




    	 



    	 



    

 


[SIGNATURE
PAGE – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT]


 


	 	FIRST
    COMMONWEALTH BANK
	 	 	 
	 	By:	/s/
    Stephen J. Orban
	 	Name:	Stephen
    J. Orban
	 	Title:	Senior
    Vice President