2020-08-04_GENERAL DOCUMENTS - C2010088 (4)

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Case 1:20-bk-12043 Doc 122-2 Filed 07/29/20 Entered 07/29/20 15:35:30 Desc Exhibit B - Engagement Agreement Page 6 of 12 Rhino Resource Partners LP March 17,2020 the Initial Cash on Account. Of course,the reasonableness of the Additional Cash on Account remains subject to review by the court in any ensuing case. If any of the Company�s entities become a debtor in one or more cases under the Bankruptcy Code, some fees,charges,and disbursements(whether or not billed)incurred before the filing of bankruptcy petitions(voluntary or involuntary)might remain unpaid as of the date of the filing. The unused portion,if any,of the Initial Cash on Account and the Additional Cash on Account will be applied to any such unpaid pre-petition fees,charges and disbursements. Any requisite court permission will be obtained in advance. We will then hold any portion of the Initial Cash on Account and the Additional Cash on Account not otherwise properly applied for the payment of any such unpaid pre-filing fees,charges and disbursements(whether or not billed)as on account cash to be applied to our final invoice in any case under the Bankruptcy Code. Post-petition fees, charges and disbursements will be due and payable immediately upon entry of an order containing such court approval or at such time thereafter as instructed by the court. The Company understands that while the arrangement in this paragraph may be altered in whole or in part by the bankruptcy court, the Company shall nevertheless remain liable for payment of court approved post-petition fees and expenses. Such items are afforded administrative priority under 11 U.S.C. § 503(b)(1). The Bankruptcy Code provides in pertinent part, at 11 U.S.C. § 1129(a)(9)(A), that a plan cannot be confirmed unless these priority claims are paid in full in cash on the effective date of any plan (unless the holders of such claims agree to different treatment). It is agreed and understood that the unused portion, if any, of the Initial Cash on Account (as may be supplemented from time to time) and the Additional Cash on Account shall be held by us and applied against the final fee application filed and approved by the court. 4. Terms and Conditions The attached Standard Terms and Conditions set forth the duties of each party with respect to the Services.Further,this letter and the Standard Terms and Conditions attached comprise the entire Engagement Contract for the provision of the Services to the exclusion of any other express or implied terms,whether expressed orally or in writing, including any conditions, warranties and representations,and shall supersede all previous proposals,letters of engagement,undertakings,agreements,understandings,correspondence and other communications,whether written or oral,regarding the Services. 5. Conflicts of Interest Based on the list of interested parties(the"Potentially Interested Parties"),provided by you, we have undertaken a limited review of our records to determine FTI's professional relationships with the Company and the administrative agent. As you may be aware,FTI is regularly retained by the administrative agent and/or other members of your lending group(or law firms retained by the administrative agent or lending group members). However,such representations are in matters unrelated to this engagement. From the results of such review,we were not made aware of any conflicts of interest or additional relationships that we believe would preclude us from performing the Services. However,as you know,we are a large consulting firm with numerous offices throughout the United States. We are regularly engaged by new clients,which may include one or more of the Potentially Interested Parties. The FTI professionals providing services hereunder will not -5-