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<br />(ix) subject only to the Carve -Out, the granting to the DIP Secured Parties of allowed
<br />superpriority claims pursuant to section 364(c)(1) of the Bankruptcy Code
<br />payable from and having recourse to all prepetition and postpetition property of
<br />the Credit Parties' estates and all proceeds thereof (other than Avoidance Actions'
<br />and Avoidance Proceeds');
<br />(x) the granting to the DIP Agents (for the benefit of the DIP Secured Parties) of
<br />valid, enforceable, nonavoidable, and fully perfected security interests and liens
<br />(including liens pursuant to sections 364(e)(2) and 364(c)(3) of the Bankruptcy
<br />Code and priming liens pursuant to section 364(d) of the Bankruptcy Code) on all
<br />DIP Collateral, subject to (a) the Carve -Out, (b) the Permitted Liens (as defined in
<br />the DIP Credit Agreement), and (c) this Final Order;
<br />(xi) (a) a waiver of the Debtors' right to surcharge the Prepetition Collateral and the
<br />DIP Collateral (as defined below) (together, the "Collateral") pursuant to section
<br />506(c) of the Bankruptcy Code, and (b) a waiver of any right of the Debtors under
<br />the "equities of the case' exception under section 552(b) of the Bankruptcy Code;
<br />(xii) modification of the automatic stay to the extent set forth herein and in the DIP
<br />Documents; and
<br />(xiii) waiver of any applicable stay (including under Bankruptcy Rule 6004) and
<br />provision for immediate effectiveness ofthis Final Order.
<br />The Court having considered the interim relief requested in the Motion, the exhibits
<br />attached thereto, the Fairfield Declaration (as defined in the Motion), the Boone Declaration (as
<br />defined in the Motion), the DIP Documents, and the evidence submitted and arguments made at
<br />the interim hearing held on July 24, 2020 (the "Interim Hearing") and the final hearing held on
<br />August 12, 2020 (the "Final Hearing" and collectively with the Interim Hearing, the
<br />"Hearings"); and the Court having entered the Interim Order; and due and sufficient notice of
<br />the Final Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b), (e)
<br />and (d), and all applicable Local Bankruptcy Rules; and the Final Hearing having been held and
<br />' "Avoidaom Action," means, collectively, claims and causes of action under sections 502(4 544, 545,
<br />547, 548, 549, and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code.
<br />1 "Avoidaom Proceeds' means any proceeds or property, recovered, unencumbered or otherwise, from
<br />Avoidance Actions, whether by judgment, settlement or otherwise.
<br />4
<br />NY 7a 179667
<br />NY 78178867
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<br />(b) and 1334 and the Genera! Order 30-2 from the United States Bankruptcy Court for the
<br />Southern District of Ohio, dated October 10, 2019. Venue for the Chapter 11 Cases and
<br />proceedings on the Motion is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.
<br />5. Committee Formation. On July 30, 2020, the United States Tmstee for the
<br />Southern District of Ohio (the "U.S. Trustee") appointed an official committee of unsecured
<br />creditors in the Chapter I Cases pursuant to section 1102 of the Bankruptcy Code (the
<br />"Creditors' Committee") [Docket No. 1281.
<br />6. Notice. Appropriate notice of the Motion has been provided in accordance with
<br />the Bankruptcy Code, the Bankruptcy Rules and the Local Bankruptcy Rules, and no other or
<br />further notice of the Motion or the entry of this Final Order shall be required.
<br />7. Debtors' Stipulations. Without prejudice to the rights of any other party in interest
<br />and subject to the limitations thereon contained in paragraphs 27 and 31 below, the Debtors
<br />acknowledge, admit, stipulate, and agree that:
<br />(a) pursuant to that certain Financing Agreement, dated as of December 27,
<br />2017 (as amended, supplemented, restated or otherwise modified prior to the Petition Date, the
<br />"Prepetition Credit Agreement," and collectively with any other agreements and documents
<br />executed or delivered in connection therewith, each as may be amended, restated, supplemented,
<br />waived or otherwise modified from time to time, the "Prepetition Credit Documents"), among
<br />(a) Rhino Resource Partners LP, as parent ("Parent"), (b) Rhino Energy LLC and certain of its
<br />subsidiaries (the "Prepetition Borrowers"), (c) Parent and certain of it subsidiaries (together
<br />with Parent, the "Prepetition Guarantor$'), (d) Cortland Capital Market Services LLC, as
<br />administrative agent and collateral agent (the "Prepetition Agent" and the "Prepetition
<br />concluded; and all objections, if any, to the final relief requested in the Motion having been
<br />withdrawn, resolved or overruled by the Court at the Final Hearing; and it appearing that
<br />approval of the final relief requested in the Motion is fair and reasonable and in the best interests
<br />of the Debtors and their estates, and is essential for the continued operation of the Debtors'
<br />businesses and the preservation of the value of the Debtors' assets; and it appearing that the
<br />Debtors' entry into the DIP Documents is a sound and prudent exercise of the Debtors' business
<br />judgment; and after due deliberation and consideration, and good and sufficient cause appearing
<br />therefor.
<br />IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:
<br />I. Disposition. The relief requested in the Motion is GRANTED ON A FINAL
<br />BASIS in accordance with the terms of this Final Order. Any and all objections to the Motion
<br />with respect to the entry of this Final Order that have not been withdrawn, waived, settled, or
<br />resolved and all reservations of rights included therein, are hereby denied and overruled on the
<br />merits. This Final Order shall become effective immediately upon its entry.
<br />2. Petition Date. On July 22, 2020 (the "Petition Date"), each Debtor filed a
<br />voluntary petition (each, a "Petition') under chapter I I of the Bankruptcy Code with the United
<br />States Bankruptcy Court for the Southern District of Ohio (this "Court").
<br />3. Debtors in Possession. The Debtors continue to operate their businesses and
<br />manage their properties as debtors -in -possession pursuant to sections 1107(a) and 1108 of the
<br />Bankruptcy Code. No trustee or examiner has been appointed in any of the Chapter 11 Cases.
<br />4. Jurisdiction and Venue. This Court has core jurisdiction over the Chapter 11
<br />Cases, the Motion, and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157(a)-
<br />2
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<br />Collateral Agent", as applicable, in each case solely in its capacity as such), (e) CB Agent
<br />Services LLC, as origination agent (the "Origination Agent"), and (f) the )enders party thereto
<br />(the "Prepetition Leaden", and collectively with the Prepetition Agent, the Prepetition
<br />Collateral Agent, and the Origination Agent, the "Prepetition Secured Parties"), the Prepetition
<br />Lenders provided loans to the Prepetition Borrowers pursuant to the Prepetition Credit
<br />Documents, and the Prepetition Guarantors guaranteed on a joint and several basis the
<br />obligations under the Prepetition Credit Agreement and the other Prepetition Credit Documents;
<br />(b) as of the Petition Date, the Prepetition Borrowers and the Prepetition
<br />Guarantors were justly and lawfully indebted and liable to the Prepetition Secured Parties
<br />without defense, challenge, objection, claim, counterclaim, or offset of any kind, in the aggregate
<br />principal amount of not less than $39.8 million in outstanding principal amount of Loans (as
<br />defined in the Prepetition Credit Agreement), which loans (the "Prepetition Loans") were made
<br />by the Prepetition Lenders pursuant to, and in accordance with the terns of, the Prepetition
<br />Credit Documents, plus accrued and unpaid interest thereon and fees, expenses (including any
<br />attorneys', accountants', appraisers', consultants' and financial advisors' fees and expenses, in
<br />each case, that are chargeable or reimbursable under the Prepetition Credit Documents), costs,
<br />charges, indemnities, and other obligations incurred in connection therewith (whether arising
<br />before or after the Petition Date) as more fully provided in the Prepetition Credit Documents
<br />(together with the other Prepetition Obligations, the "Prepetition Debt"), which Prepetition
<br />Debt and other Prepetition Obligations9 have been guaranteed on a joint and several basis by all
<br />of the Prepetition Guarantors:
<br />6
<br />NY 79179967
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<br />"Prepetition Obligations" means "Obligations" as defined in the Prepetition Credit Agreement.
<br />7
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