2020-07-28_GENERAL DOCUMENTS - C1980004

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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc Exhibit C - Engagement Letter Page 1 of 9 Cambio Group LLC 407 Campbell Road Wilmington,DE 19807 May 20,2020 Rhino GP LLC Rhino Resource Partners LP 424 Lewis Hargett Circle, Suite 250 Lexington,Ky 40503 Attention: Richard A.Boone Chief Executive Officer Dear Mr. Boone: Pursuant to this letter agreement(this"Agreement')Rhino Resource Partners LP(together with its subsidiaries and affiliates(excluding Royal Energy Resources,Inc.),the"Company")hereby engages Thomas L.Fairfield of Cambio Group LLC("Cambio")as the Chief Restructuring Officer("CRO")to the Company in connection with the restructuring and potential chapter 11 bankruptcy cases of the Company(the"Restructuring"). In addition to providing Thomas L. Fairfield to serve as CRO, Cambio may, at the Company's request, also provide the Company with additional staff reasonably satisfactory to the special committee comprised of independent members of the Board of Directors of Rhino GP LLC,the general partner of the Company(the"Independent Committee"),to assist in the Restructuring,subject to the terms and conditions of this Agreement. Section 1.Services to be Rendered.Under the oversight,approval and direction of the Independent Committee, the CRO will provide advisory services supporting the Restructuring including, but not limited to: (a) supporting the Company's liquidity,cash management process and budgeting process;(b)developing restructuring plans or strategic alternatives(including assisting in any sale process)to be presented to the Independent Committee;(c)serving as the Company's principal contact with the Company's secured creditors, unsecured creditors and other stakeholders with respect to the Restructuring;(d)acting as the principal contact for creditors,any official statutory or ad hoc committee, the United States Trustee's Office and other parties in a chapter 11 case filed by the Company ; (e) assisting in the performance of cost/benefit analyses related to executory contracts (including coal leases) and the assumption/rejection of such executory contracts; (f) assisting the Company's finance staff in managing the administrative requirements of the Bankruptcy Code,including assisting with preparation of bankruptcy schedules and statement of financial affairs,monthly operating reports and other postpetition reporting requirements;(g)assisting in chapter 11 filing preparation;and(h)providing such post chapter 11 filing support if and as required(the"Restructuring Services"). In addition to the Restructuring Services, the CRO will be an officer of and work with the Company's executive leadership team and have input into the operations and material management actions of the Company together with the Chief Executive Officer,Chief Financial Officer and General Counsel(the"ManagemendOperations Services" and collectively with the Restructuring Services,as the "Services"). The CRO is to represent the Company and not the Independent Committee nor its individual directors, officers,employees or shareholders. The CRO shall report directly to the Independent Committee and the Independent Committee shall be the only governing body with oversight of the CRO.The CRO shall provide such other advisory services with respect to the Restructuring as may from time to time be agreed upon between the Company and the CRO and as directed by the Independent Committee.The Company and the CRO acknowledge and agree that(i)the Company may require additional professional support services from firms other than Cambio to assist the Company with the preparation of financial information,cash flow forecasts,budgets and other information related to the Restructuring, including without limitation information for the Board of Directors,creditors, potential purchasers or court filings(in the event the Company commences a chapter 11 bankruptcy case), and(ii)the CRO will have primary responsibility for overseeing the engagement of qualified professionals to provide such services at the Company's expense.The CRO will consult with the Company's senior management and Independent Committee in connection with any such proposed engagements,which shall be subject to approval of the Independent Committee. Section 2. Compensation. In consideration for the services to be provided under this Agreement by the CRO and Cambio,Cambio shall be paid: