SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of December 30, 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, as amended by that certain Fifth Amendment to Amended and Restated
Credit Agreement dated May 13, 2016, and further amended by that certain Sixth Amendment and Consent to Amended and Restated Credit
Agreement dated as of July 19, 2016 (as the same may be further amended, modified or supplemented from time to time, the “Credit
Agreement”);


 


WHEREAS,
the Borrower wishes to make certain changes to certain financial and other covenants, reduce the Revolving Credit Commitments,
and make other modifications 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:


 


“Permitted
Preferred Dividend shall mean that certain equity distribution to Weston Energy LLC and Royal Energy Resources, Inc. pursuant
to the Preferred Dividend Documents in an aggregate amount not to exceed $300,000.”


 


“Preferred
Dividend Documents shall mean the Series A Preferred Unit Purchase Agreement dated December 30, 2016 by and among Rhino Resource
Partners, LP, Weston Energy LLC and Royal Energy Resources, Inc. and related documents, all of which shall be in form and substance
satisfactory to the Administrative Agent, whereby Weston Energy LLC and Royal Energy Resources, Inc. purchases 1,500,000 Preferred
Units of the MLP for consideration of $15,000,000.”


 




    	 	 	 



    	 		 



    

 


“Rhino
Call Option Equity Issuance shall mean the issuance of 5,000,000 common units of the MLP to Rhino Resource Partners Holdings
LLC, a Delaware limited liability company pursuant to the terms and conditions of the Rhino Option Agreement.”


 


“Rhino
Option Agreement shall mean that certain Option Agreement dated December 30, 2016 made by and among Rhino Resource Partners
Holdings LLC, a Delaware limited liability company, MLP, Rhino GP LLC, a Delaware limited liability company and Royal Energy Resources,
Inc., a Delaware corporation.”


 


“Seventh
Amendment Effective Date shall mean December 30, 2016.”


 


(b)
Defined Terms - Existing. Section 1.1 of the Credit Agreement shall be amended by amending and restating the following
definition:


 


“Liquidity
Event shall mean each (i) issuance of any equity by any Loan Party or its Subsidiaries (other than the Rhino Call Option Equity
Issuance or equity issued in exchange for any Royal Equity Contribution or Scheduled Equity Contribution), or (ii) incurrence
of any Subordinated Debt.”


 


(c)
Commitment Reduction. Pursuant to Section 2.12 of the Credit Agreement, the Borrower is irrevocably reducing the Revolving
Credit Commitments by $11,000,000 as of the Seventh Amendment Effective Date. The Administrative Agent and Lenders acknowledge
and agree that this reduction shall satisfy the Revolving Credit Commitment reduction requirements of Section 2.12(iv) of the
Credit Agreement.


 


(d)
Reduction of Revolving Credit Commitments. Subsections 2.12(ii) and (iii) of the Credit Agreement shall be amended and
restated as follows:


 


“(ii)
Asset Disposition Reductions. Upon the occurrence of the disposition of any assets pursuant to Section 8.2.7(vi) of this
Agreement, the net cash proceeds of such disposition shall further reduce (ratably among the Lenders in proportion to their Ratable
Shares) the Revolving Credit Commitments on a dollar for dollar basis; provided, however, that the Loan Parties
are not required to reduce the Revolving Credit Commitments under this clause (ii) until the aggregate net cash proceeds of all
such dispositions on or after the Seventh Amendment Effective Date exceeds $2,000,000;


 


(iii)
Liquidity Event Reductions. Upon a Liquidity Event after the Seventh Amendment Effective Date, the first $7,000,000 in
the aggregate of net cash proceeds received by the Loan Parties from such Liquidity Event shall further reduce (ratably among
the Lenders in proportion to their Ratable Shares) the Revolving Credit Commitments on a dollar for dollar basis in an amount
equal to such proceeds; and”


 


(d)
Reduction of Revolving Credit Commitments. Section 2.12 of the Credit Agreement shall be amended to add the following new
subsection (v) and (vi):


 




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“(v)
Elk Horn Reductions. The Revolving Credit Commitments shall be further reduced (ratably among the Lenders in proportion
to their Ratable Shares) by $375,000 on each of the following dates: December 31, 2016; March 31, 2017 and June 30, 2017 pursuant
to Subsection 2(c)(i)(B) of that certain Sixth Amendment and Consent to Amended and Restated Credit Agreement dated July 19, 2016;
and


 


(vi)
Deferred Commitment Reductions. The Revolving Credit Commitments shall be further reduced (ratably among the Lenders in
proportion to their Ratable Shares) by $2,000,000 on each of the following dates: June 30, 2017 and September 30, 2017;”


 


(e)
Financial Advisor. Section 8.1.16 of the Credit Agreement shall be amended and restated as follows:


 


“8.1.16
[Intentionally Omitted].”


 


(f)
Loans and Investments. Section 8.2.4 of the Credit Agreement shall be amended to add the following new subsection (v):


 


“(v)
The MLP may accept notes and other forms of deferred payments in connection with the issuance of equity in connection with subscription
agreements in an aggregate amount not to exceed $4,000,000 at any one time.”


 


(g)
Dividends and Related Distributions. Section 8.2.5 of the Credit Agreement shall be amended to add the following new subsection
(iii):


 


“(iii)
Permitted Preferred Dividend. The Permitted Preferred Dividend provided that, with respect to such distribution:


 


1.
prior to and after giving effect to such Permitted Preferred Dividend, there shall not be any Event of Default or Potential Default;


 


2.
prior to and after giving effect to such Permitted Preferred Dividend, the Borrower shall demonstrate compliance with the Sections
8.2.17 [Maximum Leverage Ratio] and 8.2.21 [Minimum Consolidated EBITDA] of this Agreement, calculated on a pro forma basis for
the most recent 12 months and giving effect to such Permitted Preferred Dividend as if it had occurred on the first day of such
period;


 


3.
the Loan Parties shall deliver five (5) Business Days prior to such distributions a Compliance Certificate in form and substance
satisfactory to the Administrative Agent, evidencing compliance with the requirements of this subsection (iii), on a pro forma
basis; and


 


4.
such dividend may be made only one (1) time and shall be made on January 31, 2017.”


 




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(h)
8.2.13 Issuance of Stock, Partnership Interests or Member Interests. Section 8.2.13 of the Credit Agreement shall be amended
and restated as follows:


 


“8.2.13
Issuance of Stock, Partnership Interests or Member Interests. Each of the Loan Parties shall not, and shall not permit any
of its Subsidiaries to issue any additional shares of such Loan Party’s capital stock (if it is a corporation), partnership
interests of such Loan Party (if it is a partnership) or limited liability company interests of such Loan Party (if it is a limited
liability company); or any options, warrants or other rights in respect thereof (i) other than the Rhino Call Option Equity Issuance
or (ii) unless the proceeds of such equity issuance are used to reduce the Commitments in the manner set forth in Section 2.12
of this Agreement. The issuance of MLP common units under the MLP’s Long Term Incentive Plan to eligible employees of the
Partnership and members of the board of directors of the General Partner shall be excluded from this requirement.”


 


(i)
8.2.17 Maximum Leverage Ratio. Section 8.2.17 of the Credit Agreement shall be amended and restated as follows:


 


“8.2.17
Maximum Leverage Ratio. The Loan Parties shall not at any time permit the Leverage Ratio, calculated as of the end of the
most recent month, on a trailing twelve month basis, to exceed the ratio set forth below for the periods specified below as at
the end of each such month:


 


	Period	 	 	 	Ratio	 
	For the month ending
    December 31, 2016, through the month ending May 31, 2017	 	 	 	4.00
                                         to 1.00	 
	For the month ending
    June 30, 2017, through the month ending December 31, 2017	 	 	 	3.5
                                         to 1.00	 



 


Notwithstanding
the foregoing, the Leverage Ratio shall be reduced by 0.50 to 1.00 for every $10,000,000 of net cash proceeds, in the aggregate,
received by the Loan Parties after the Seventh Amendment Effective Date from (1) the issuance of any equity by any Loan Party
or its Subsidiaries (other than the Rhino Call Option Equity Issuance, Royal Equity Contributions and the Scheduled Equity Contributions),
and/or (2) the disposition of any assets in excess of $2,000,000 in the aggregate pursuant to Section 8.2.7(vi) of this Agreement;
provided, however, that in no event shall the maximum permitted Leverage Ratio be reduced below 3.00 to 1.00.”


 


(j)
8.2.21 Minimum Consolidated EBITDA. Section 8.2.21 of the Credit Agreement shall be amended and restated as follows:


 




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“8.2.21
Minimum Consolidated EBITDA. The Loan Parties shall not permit their Consolidated EBITDA, calculated as of the end of the
most recent month, on a trailing twelve month basis, to be less than the amount set forth below for the periods specified below
as at the end of each such month:


 


	Period	 	 	Amount	 
	For the
    month ending December 31, 2016, through the month ending May 31, 2017	 	 	$	12,500,000	 
	For the month ending
    June 30, 2017, through the month ending December 31, 2017	 	 	$	15,000,000”	 



 


(k)
Maximum Capital Expenditures. Section 8.2.22 of the Credit Agreement shall be amended and restated as follows:


 


“8.2.22
Maximum Capital Expenditures. The Loan Parties shall not, and shall not permit any of its Subsidiaries to, make any payments
on account of Capital Expenditures that would cause the aggregate amount of such payments made, calculated as of end of the most
recent month, on a trailing twelve month basis, to exceed $20,000,000 for such twelve-month period.”


 


(l)
Schedules. The following schedule to the Credit Agreement shall be replaced by the applicable schedule attached to this
Amendment:


 


Schedule
1.1 (B) – Commitments of Lenders and Addresses for Notices


 


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.


 




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(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


 


(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)
Equity Contribution. The Administrative Agent shall have received satisfactory evidence that the Borrower has received
equity contributions from Weston Energy LLC and Royal Energy Resources, Inc. pursuant to the Preferred Dividend Documents in an
aggregate amount of $13,000,000 on or before December 30, 2016, $11,000,000 of which shall permanently reduce the Revolving Credit
Commitments pursuant to Section 2(b) of this Amendment. If such equity contribution is not received by December 30, 2016, this
Amendment shall not become effective. For the avoidance of doubt, once this equity contribution has been received, it shall fulfill
the Borrower’s obligation to receive Schedule Equity Contributions as required under Section 8.1.17 of the Credit Agreement.


 


(e)
Preferred Dividend Documents and Option Agreement. The Administrative Agent shall have received the fully executed Preferred
Dividend Documents and Rhino Option Agreement, in form and substance satisfactory to the Administrative Agent.


 


(f)
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.


 




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(g)
Payment of Fees. The Borrowers shall have paid to the Administrative Agent for itself and for the account of the applicable
Lenders (a) all fees as required hereunder, including a fee to each Lender that consented to this Amendment in writing on or before
12:00 p.m. (Eastern time), December 30, 2016, equal to twenty-five (25) basis points of such Lender’s Revolving Credit Commitment
as of the date hereof, after giving effect to the Revolving Credit Commitment reduction, and (b) all other fees, costs and expenses
payable to the Administrative Agent, including but not limited to the fees and expenses of the Administrative Agent’s legal
counsel.


 


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.


 


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.


 




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(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


 


(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.


 




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(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.


 


[SIGNATURE
PAGES TO FOLLOW]


 




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[SIGNATURE
PAGE – SEVENTH 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:	President
    	 


 




    	 	 	 



    	 		 



    

 


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


 


GUARANTORS:


 


	 	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
	 	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
	 	TRIAD
    ROOF SUPPORT SYSTEMS LLC


 


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


 




    	 	 	 



    	 		 



    

 


[SIGNATURE
PAGE – SEVENTH 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:	President 


 






    	 	 	 



    	 		 



    



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


 


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


 




    	 	 	 



    	 		 



    


 


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


 


	 	FIRST
    COMMONWEALTH BANK
	 	 	 
	 	By:
    	/s/
    Mark A. Woleslagle
	 	Name:	Mark
    A. Woleslagle
	 	Title:	Vice
    President


 




    	 	 	 



    	 		 



    

 


Schedule
1.1(B)


 


Commitments
of Lenders and Addresses for Notices


 


		 	 	Lender	 	Amount
    of Commitment for Revolving Credit Loans	 	 	Ratable
    Share	 
	Name:	 	 	PNC Bank, National Association	 	 	 	 	 	 	 	 
	Address:	 	 	101 West Washington Street	 	 	 	 	 	 	 	 
	 	 	 	5th Floor, East Tower (Locator I1-Y013-05-3)	 	 	 	 	 	 	 	 
	 	 	 	Indianapolis, Indiana 46255	 	 	 	 	 	 	 	 
	Attention:	 	 	Christopher B. Gribble, Senior Vice
    President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(317) 267-7874	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(317) 267-7088	 	 	 	 	 	 	 	 
	Email:	 	 	Christopher.Gribble@pnc.com	 	$	7,416,790.65	 	 	 	15.000000000	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	MUFG Union Bank, N.A.	 	 	 	 	 	 	 	 
	Address:	 	 	445 South Figueroa Street - 4th Floor	 	 	 	 	 	 	 	 
	 	 	 	Mail Code: G04-421	 	 	 	 	 	 	 	 
	 	 	 	Los Angeles, California 90071	 	 	 	 	 	 	 	 
	Attention:	 	 	Timothy Hintz, Vice President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(213) 236-5837	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(213) 236-4096	 	 	 	 	 	 	 	 
	Email:	 	 	timothy.hintz@unionbank.com	 	$	7,416,790.65	 	 	 	15.000000000	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	Raymond James Bank, N.A.	 	 	 	 	 	 	 	 
	Address:	 	 	710 Carillon Parkway	 	 	 	 	 	 	 	 
	 	 	 	St. Petersburg, Florida 33716	 	 	 	 	 	 	 	 
	Attention:	 	 	H. Fred Coble, Jr., Senior Vice President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(727) 567-1585	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(866) 205-1396	 	 	 	 	 	 	 	 
	Email:	 	 	fred.coble@raymondjames.com	 	$	5,768,614.95	 	 	 	11.666666667	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	The Huntington National Bank	 	 	 	 	 	 	 	 
	Address:	 	 	41 South High Street	 	 	 	 	 	 	 	 
	 	 	 	Columbus, Ohio 43215	 	 	 	 	 	 	 	 
	Attention:	 	 	Chad Lowe, Vice President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(614) 480-5810	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(877) 274-8593	 	 	 	 	 	 	 	 
	Email:	 	 	chad.lowe@huntington.com	 	$	5,768,614.95	 	 	 	11.666666667	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	Wells Fargo Bank, National Association	 	 	 	 	 	 	 	 
	Address:	 	 	1 South Broad Street,
    8th Floor	 	 	 	 	 	 	 	 
	 	 	 	MAC Y1375-084	 	 	 	 	 	 	 	 
	 	 	 	Philadelphia. Pennsylvania 19107	 	 	 	 	 	 	 	 
	Attention:	 	 	Stephanie Micua	 	 	 	 	 	 	 	 
	Telephone:	 	 	(267) 321-7075	 	 	 	 	 	 	 	 
	Email:	 	 	Stephanie.micua@wellsfargo.com	 	$	5,768,614.95	 	 	 	11.666666667	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	Fifth Third Bank	 	 	 	 	 	 	 	 
	Address:	 	 	250 West Main Street - Suite 300	 	 	 	 	 	 	 	 
	 	 	 	Lexington, Kentucky 40507	 	 	 	 	 	 	 	 
	Attention:	 	 	Mary-Alicha Weldon, Vice President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(859) 455-5404	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(859) 455-5414	 	 	 	 	 	 	 	 
	Email:	 	 	mary-alicha.weldon@53.com	 	$	5,768,614.95	 	 	 	11.666666667	%



 




    	 	 	 



    	 		 



    

 


	 	 	 	Lender	 	Amount of Commitment for Revolving Credit Loans	 	 	Ratable Share	 
	Name:	 	 	Royal Bank of Canada	 	 	 	 	 	 	 	 
	Address:	 	 	Williams Tower - 39th Floor	 	 	 	 	 	 	 	 
	 	 	 	2800 Post Oak Boulevard	 	 	 	 	 	 	 	 
	 	 	 	Houston, Texas 77056	 	 	 	 	 	 	 	 
	Attention:	 	 	Don McKinnerney	 	 	 	 	 	 	 	 
	Telephone:	 	 	(713) 403-5607	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(713) 403-5624	 	 	 	 	 	 	 	 
	Email:	 	 	don.mckinnerney@rbccm.com	 	$	5,768,614.95	 	 	 	11.666666667	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	Branch Banking and Trust Company	 	 	 	 	 	 	 	 
	Address:	 	 	200 West Second Street, 16th Floor	 	 	 	 	 	 	 	 
	 	 	 	Winston-Salem, North Carolina 27101	 	 	 	 	 	 	 	 
	Attention:	 	 	Troy Weaver	 	 	 	 	 	 	 	 
	Telephone:	 	 	(336) 733-2735	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(336) 733-2740	 	 	 	 	 	 	 	 
	Email:	 	 	TRWeaver@bbandt.com	 	$	3,296,351.40	 	 	 	6.666666667	%
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	First Commonwealth Bank	 	 	 	 	 	 	 	 
	Address:	 	 	Frick Building - Suite 1600	 	 	 	 	 	 	 	 
	 	 	 	437 Grant Street	 	 	 	 	 	 	 	 
	 	 	 	Pittsburgh, Pennsylvania 15219	 	 	 	 	 	 	 	 
	Attention:	 	 	Stephen J. Orban, Senior Vice President	 	 	 	 	 	 	 	 
	Telephone:	 	 	(412) 690-2212	 	 	 	 	 	 	 	 
	Telecopy:	 	 	(412) 690-2206	 	 	 	 	 	 	 	 
	Email:	 	 	sorban@fcbanking.com	 	$	2,472,263.55	 	 	 	5.000000000	%
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	TOTAL	 	$	49,445,271.00	 	 	 	100	%







 




    	 	 	 



    	 		 



    

 


SCHEDULE
1.1(B)


 


COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES


 


Part
2 - Addresses for Notices to Borrower and Guarantors:


 


	AGENT
	 	 
	Name:	PNC
    Bank, National Association
	Address:	101
    West Washington Street 
	 	5th
    Floor, East Tower (Locator I1-Y013-05-3) 
	 	Indianapolis,
    Indiana 46255 
	Attention:	Christopher
    B. Gribble
	Telephone:	(317)
    267-7874
	Telecopy:	(317)
    267-7088
	Email:	Christopher.Gribble@pnc.com


 


	ALL
    LOAN PARTIES:
	 	 
	Name:	c/o
    Rhino Energy LLC
	Address:	424
    Lewis Hargett Circle, Suite 250
	 	Lexington,
    KY 40503
	Attention:	Richard
    A. Boone, President
	Telephone:	(859)
    389-6500
	Telecopy:	(859)
    389-6588
	Email:	rboone@rhinolp.com


 


with
a copy to:


 


	Address:	424
    Lewis Hargett Circle, Suite 250
	 	Lexington,
    KY 40503
	Attention:	Whitney
    Kegley, General Counsel
	Telephone:	(859)
    519-3607
	Telecopy:	(859)
    389-6588
	Email:	wkegley@rhinolp.com