0001104659-10-051856 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 8th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2010, by and between Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”) and Rhino Energy Holdings LLC, a Delaware limited liability company (“Holdco”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP
Agreement • October 8th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP dated as of October 5, 2010, is entered into by and between Rhino GP LLC, a Delaware limited liability company, as the General Partner, and Rhino Energy Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
Joinder and Assumption Agreement • October 8th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining

THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT (the “Guarantor Joinder and Assumption Agreement”) is made as of October 5, 2010, by RHINO RESOURCE PARTNERS LP, a Delaware limited partnership(the “New Guarantor”).

AMENDED AND RESTATED PLEDGE AGREEMENT (Borrower)
Pledge Agreement • October 8th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • Pennsylvania

THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, restated, supplemented or modified from time to time, the “Agreement”), dated as of October 5, 2010, is made and entered into by and between RHINO RESOURCE PARTNERS LP, a Delaware limited partnership (the “MLP”), and PNC BANK, NATIONAL ASSOCIATION, as Agent for itself and the other Lenders under the Credit Agreement described below (the “Agent”).

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