EXECUTION
VERSION


 






 


FOURTH
AMENDED AND RESTATED


 


AGREEMENT
OF LIMITED PARTNERSHIP


 


OF


 


RHINO
RESOURCE PARTNERS LP


 




    	 	 	 



    	 		 



    


 


TABLE
OF CONTENTS


 





		ARTICLE
    I	 
	 	 	 
		DEFINITIONS	 
	 	 	 
	Section
    1.1	Definitions	1
	Section
    1.2	Construction	29
	 	 	 
		ARTICLE
    II	 
	 	 	 
		ORGANIZATION	 
	 	 	 
	Section
    2.1	Formation	29
	Section
    2.2	Name	29
	Section
    2.3	Registered
    Office; Registered Agent; Principal Office; Other Offices	29
	Section
    2.4	Purpose
    and Business	30
	Section
    2.5	Powers	30
	Section
    2.6	Term	30
	Section
    2.7	Title
    to Partnership Assets	30
	 	 	 
		ARTICLE
    III	 
	 	 	 
		RIGHTS
    OF LIMITED PARTNERS	 
	 	 	 
	Section
    3.1	Limitation
    of Liability	31
	Section
    3.2	Management
    of Business	31
	Section
    3.3	Outside
    Activities of the Limited Partners	31
	Section
    3.4	Rights
    of Limited Partners	31
	 	 	 
		ARTICLE
IV	 
	 	 	 
		CERTIFICATES;
    RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS	 
	 	 	 
	Section
    4.1	Certificates	32
	Section
    4.2	Mutilated,
    Destroyed, Lost or Stolen Certificates	33
	Section
    4.3	Record
    Holders	34
	Section
    4.4	Transfer
    Generally	34
	Section
    4.5	Registration
    and Transfer of Limited Partner Interests	34
	Section
    4.6	Transfer
    of the General Partner’s General Partner Interest	36
	Section
    4.7	Restrictions
    on Transfers	36
	Section
    4.8	Eligibility
    Certificates; Ineligible Holders	38
	Section
    4.9	Redemption
    of Partnership Interests of Ineligible Holders	40




 




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		ARTICLE
    V	 
	 	 	 
		CAPITAL
    CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS	 
	 	 	 
	Section
    5.1	Organizational
    Contributions	41
	Section
    5.2	Contributions
    by the General Partner and its Affiliates	41
	Section
    5.3	Contributions
    by Initial Limited Partners	42
	Section
    5.4	Interest
    and Withdrawal	42
	Section
    5.5	Capital
    Accounts	42
	Section
    5.6	Issuances
    of Additional Partnership Interests	46
	Section
    5.7	Conversion
    of Subordinated Units	47
	Section
    5.8	Limited
    Preemptive Right	47
	Section
    5.9	Splits
    and Combinations	48
	Section
    5.10	Fully
    Paid and Non-Assessable Nature of Limited Partner Interests	49
	Section
    5.11	Issuance
    of Common Units in Connection with Reset of Incentive Distribution Rights	49
	Section
    5.12	Establishment
    of Series A Preferred Units	51
	 	 	 
		ARTICLE
    VI	 
	 	 	 
		ALLOCATIONS
    AND DISTRIBUTIONS	 
	 	 	 
	Section
    6.1	Allocations
    for Capital Account Purposes	58
	Section
    6.2	Allocations
    for Tax Purposes	70
	Section
    6.3	Requirement
    and Characterization of Distributions; Distributions to Record Holders	71
	Section
    6.4	Distributions
    of Available Cash from Operating Surplus	72
	Section
    6.5	Distributions
    of Available Cash from Capital Surplus	74
	Section
    6.6	Adjustment
    of Minimum Quarterly Distribution and Target Distribution Levels	74
	Section
    6.7	Special
    Provisions Relating to the Holders of Subordinated Units	75
	Section
    6.8	Special
    Provisions Relating to the Holders of Incentive Distribution Rights	76
	Section
    6.9	Entity-Level
    Taxation	76
	 	 	 
		ARTICLE
    VII	 
	 	 	 
		MANAGEMENT
    AND OPERATION OF BUSINESS	 
	 	 	 
	Section
    7.1	Management	77
	Section
    7.2	Certificate
    of Limited Partnership	79
	Section
    7.3	Restrictions
    on the General Partner’s Authority	79
	Section
    7.4	Reimbursement
    of the General Partner	80
	Section
    7.5	Outside
    Activities	81
	Section
    7.6	Loans
    from the General Partner; Loans or Contributions from the Partnership or Group Members	82
	Section
    7.7	Indemnification	83
	Section
    7.8	Liability
    of Indemnitees	84
	Section
    7.9	Resolution
    of Conflicts of Interest; Standards of Conduct and Modification of Duties	85
	Section
    7.10	Other
    Matters Concerning the General Partner	87
	Section
    7.11	Purchase
    or Sale of Partnership Interests	87
	Section
    7.12	Registration
    Rights of the General Partner and its Affiliates	88
	Section
    7.13	Reliance
    by Third Parties	 


 




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	 	ARTICLE
    VIII	 
	 	 	 
	 	BOOKS,
    RECORDS, ACCOUNTING AND REPORTS	 
	 	 	 
	Section
    8.1	Records
    and Accounting	91
	Section
    8.2	Fiscal
    Year	91
	Section
    8.3	Reports	91
	 	 	 
		ARTICLE
    IX	 
	 	 	 
		TAX
    MATTERS	 
	 	 	 
	Section
    9.1	Tax
    Returns and Information	92
	Section
    9.2	Tax
    Elections	92
	Section
    9.3	Tax
    Controversies	92
	Section
    9.4	Withholding;
    Tax Payments	93
	 	 	 
		ARTICLE
    X	 
	 	 	 
		ADMISSION
    OF PARTNERS	 
	 	 	 
	Section
    10.1	Admission
    of Limited Partners	93
	Section
    10.2	Admission
    of Substituted Limited Partners	94
	Section
    10.3	Admission
    of Successor General Partner	95
	Section
    10.4	Amendment
    of Agreement and Certificate of Limited Partnership	95
	 	 	 
		ARTICLE
    XI	 
	 	 	 
		WITHDRAWAL
    OR REMOVAL OF PARTNERS	 
	 	 	 
	Section
    11.1	Withdrawal
    of the General Partner	96
	Section
    11.2	Removal
    of the General Partner	98
	Section
    11.3	Interest
    of Departing General Partner and Successor General Partner	98
	Section
    11.4	Termination
    of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	100
	Section
    11.5	Withdrawal
    of Limited Partners	100


 




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		ARTICLE
    XII	 
	 	 	 
		DISSOLUTION
    AND LIQUIDATION	 
	 	 	 
	Section
    12.1	Dissolution	100
	Section
    12.2	Continuation
    of the Business of the Partnership After Dissolution	101
	Section
    12.3	Liquidator	101
	Section
    12.4	Liquidation	102
	Section
    12.5	Cancellation
    of Certificate of Limited Partnership	103
	Section
    12.6	Return
    of Contributions	103
	Section
    12.7	Waiver
    of Partition	103
	Section
    12.8	Capital
    Account Restoration	103
	 	 	 
		ARTICLE
    XIII	 
	 	 	 
		AMENDMENT
    OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE	 
	 	 	 
	Section
    13.1	Amendments
    to be Adopted Solely by the General Partner	103
	Section
    13.2	Amendment
    Procedures	105
	Section
    13.3	Amendment
    Requirements	105
	Section
    13.4	Special
    Meetings	106
	Section
    13.5	Notice
    of a Meeting	107
	Section
    13.6	Record
    Date	107
	Section
    13.7	Adjournment	107
	Section
    13.8	Waiver
    of Notice; Approval of Meeting; Approval of Minutes	107
	Section
    13.9	Quorum
    and Voting	108
	Section
    13.10	Conduct
    of a Meeting	108
	Section
    13.11	Action
    Without a Meeting	108
	Section
    13.12	Right
    to Vote and Related Matters	109
	Section
    13.13	Voting
    of Incentive Distribution Rights.	109
	 	 	 
		ARTICLE
    XIV	 
	 	 	 
		MERGER,
    CONSOLIDATION OR CONVERSION	 
	 	 	 
	Section
    14.1	Authority	110
	Section
    14.2	Procedure
    for Merger, Consolidation or Conversion	110
	Section
    14.3	Approval
    by Limited Partners	112
	Section
    14.4	Certificate
    of Merger	114
	Section
    14.5	Effect
    of Merger, Consolidation or Conversion	114
	 	 	 
		ARTICLE
    XV	 
	 	 	 
		RIGHT
    TO ACQUIRE LIMITED PARTNER INTERESTS	 
	 	 	 
	Section
    15.1	Right
    to Acquire Limited Partner Interests	115


 




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	 	ARTICLE
    XVI	 
	 	 	 
	 	GENERAL
    PROVISIONS	 
	 	 	 
	SECTION 16.1	ADDRESSES AND NOTICES; WRITTEN COMMUNICATIONS	116
	SECTION 16.2	FURTHER ACTION	117
	SECTION 16.3	BINDING EFFECT	117
	SECTION 16.4	INTEGRATION	118
	SECTION 16.5	CREDITORS	118
	SECTION 16.6	WAIVER	118
	SECTION 16.7	THIRD-PARTY BENEFICIARIES	118
	SECTION 16.8	COUNTERPARTS	118
	SECTION 16.9	APPLICABLE LAW; FORUM, VENUE AND JURISDICTION	118
	SECTION 16.10	INVALIDITY OF PROVISIONS	119
	SECTION 16.11	CONSENT OF PARTNERS	119
	SECTION 16.12	FACSIMILE SIGNATURES	119







 




    	 	-v-	 



    	 		 



    


 


FOURTH
AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP


 


THIS
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP dated as of December 30, 2016, is entered
into by and between Rhino GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who are
or become Partners in the Partnership or parties hereto as provided herein.


 


WHEREAS,
the General Partner entered into that certain Third Amended and Restated Agreement of Limited Partnership dated as of December
30, 2015 (the “Third A/R Partnership Agreement”);


 


WHEREAS,
pursuant to Section 13.1(g) of the Third A/R Partnership Agreement, the General Partner has the authority to adopt any amendments
to the Third A/R Partnership Agreement that the General Partner determines to be necessary or appropriate in connection with the
creation, authorization or issuance of any class or series of Partnership Interests and options, rights, warrants and appreciation
rights relating to the Partnership Interests pursuant to Section 5.6 without the approval of any Limited Partner or Assignee;


 


WHEREAS,
the General Partner has determined that it is in the best interests of the Partnership for the Partnership to enter into that
certain Series A Preferred Unit Purchase Agreement, by and among the Partnership, Weston Energy LLC, a Delaware limited liability
company (“Weston”), and the other parties thereto, if any, dated as of December 30, 2016 pursuant to which,
among other things, Weston and such other parties, if any, will purchase an aggregate of up to 1,500,000 Series A Preferred Units
(as hereinafter defined); and


 


WHEREAS,
the General Partner is adopting this Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as
of December 30, 2016, in connection with the creation, authorization and issuance of the Series A Preferred Units.


 


NOW,
THEREFORE, the General Partner does hereby amend and restate the Third A/R Partnership Agreement to provide in its entirety
as follows:


 


Article
I


 


DEFINITIONS


 


Section
1.1Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary,
applied to the terms used in this Agreement.


 


“2015
10-K” means the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2015, filed by
the Partnership with the Commission on March 25, 2016.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	1	 



    	 		 



    


 


“Acquisition”
means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form
of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing
or expanding, for a period exceeding the short-term, the operating capacity of the Partnership Group from the operating capacity
of the Partnership Group existing immediately prior to such transaction. For purposes of this definition, the short-term generally
refers to a period not exceeding 12 months.


 


“Additional
Book Basis” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive
adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value
constitutes Additional Book Basis:


 


(a)
Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up
Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable
to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.


 


(b)
If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of
other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall
be treated as Additional Book Basis; provided, that the amount treated as Additional Book Basis pursuant hereto as a result of
such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down
Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such
Book-Down Event (determined without regard to the application of this clause (b) to such Book-Down Event).


 


“Additional
Book Basis Derivative Items” means any Book Basis Derivative Items that are computed with reference to Additional Book
Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the
beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the
“Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the
amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence
as the Excess


 


Additional
Book Basis bears to the Additional Book Basis as of the beginning of such period. With respect to a Disposed of Adjusted Property,
the Additional Book Basis Derivative items shall be the amount of Additional Book Basis taken into account in computing gain or
loss from the disposition of such Disposed of Adjusted Property.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	2	 



    	 		 



    


 


“Adjusted
Capital Account” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership,
(a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section
1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of such taxable period, are reasonably expected to
be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation
Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably
expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise
to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during
(or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result
of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account
is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount
that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such
Partner from and after the date on which such Partnership Interest was first issued.


 


“Adjusted
Operating Surplus” means, with respect to any period, (a) Operating Surplus generated with respect to such period; (b)
less (i) the amount of any net increase in Working Capital Borrowings (or the Partnership’s proportionate share of any net
increase in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to that period; and
(ii) the amount of any net decrease in cash reserves (or the Partnership’s proportionate share of any net decrease in cash
reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period not relating
to an Operating Expenditure made with respect to such period; and (c) plus (i) the amount of any net decrease in Working Capital
Borrowings (or the Partnership’s proportionate share of any net decrease in Working Capital Borrowings in the case of Subsidiaries
that are not wholly owned) with respect to that period; (ii) the amount of any net increase in cash reserves (or the Partnership’s
proportionate share of any net increase in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating
Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium;
and (iii) any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect
to such period to the extent such decrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant
to clause (b)(ii) above. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus.


 


“Adjusted
Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	3	 



    	 		 



    


 


“Aggregate
Quantity of IDR Reset Common Units” is defined in Section 5.11(a).


 


“Aggregate
Remaining Net Positive Adjustments” means, as of the end of any taxable period, the sum of the Remaining Net Positive
Adjustments of all the Partners.


 


“Agreed
Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant
to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed
Allocation” is used).


 


“Agreed
Value” of any Contributed Property means the fair market value of such property at the time of contribution and in the
case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the revaluation event as described
in Section 5.5(d), in both cases as determined by the General Partner. In making such determination, the General Partner shall
use such method as it determines to be appropriate.


 


“Agreement”
means this Fourth Amended and Restated Agreement of Limited Partnership of Rhino Resource Partners LP, as it may be amended, supplemented
or restated from time to time.


 


“Assignee”
means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement,
but who has not been admitted as a Substituted Limited Partner.


 


“Associate”
means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director,
officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting
stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as
to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any
relative of such spouse, who has the same principal residence as such Person.


 


“Available
Cash” means, with respect to any Quarter ending prior to the Liquidation Date:


 


(a)
the sum of (i) all cash and cash equivalents (including amounts available for working capital purposes under a credit facility,
commercial paper facility or other similar financing arrangement) of the Partnership Group (or the Partnership’s proportionate
share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter,
and (ii) if the General Partner so determines, all or any portion of any additional cash and cash equivalents of the Partnership
Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly
owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings
made subsequent to the end of such Quarter, less


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	4	 



    	 		 



    


 


(b)
the amount of any cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves
in the case of Subsidiaries that are not wholly owned) to (i) provide for the proper conduct of the business of the Partnership
Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent
to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other
agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide
funds for distributions under Section 6.4 or 6.5 in respect of any one or more of the next four Quarters;


 


provided,
however, that the General Partner may not establish cash reserves pursuant to clause (iii) above if the effect of such
reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any
Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements
made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date
of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced,
for purposes of determining Available Cash, within such Quarter if the General Partner so determines.


 


Notwithstanding
the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent
Quarter shall equal zero.


 


“Board
of Directors” means, with respect to the Board of Directors of the General Partner, its board of directors or board
of managers, as applicable, if a corporation or limited liability company, or if a limited partnership, the board of directors
or board of managers of the general partner of the General Partner.


 


“Book
Basis Derivative Items” means any item of income, deduction, gain or loss that is computed with reference to the Carrying
Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).


 


“Book-Down
Event” means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section
5.5(d).


 


“Book-Tax
Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination,
the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of
its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account
balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as
if it had been maintained strictly in accordance with federal income tax accounting principles.


 


“Book-Up
Event” means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section
5.5(d).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	5	 



    	 		 



    


 


“Business
Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the
United States of America or the State of Kentucky shall not be regarded as a Business Day.


 


“CAM
Mining” means CAM Mining, LLC, a Delaware limited liability company and a Subsidiary of the Partnership.


 


“CAM
Mining Free Cash Flow” means, for each Series A Distribution Period:


 


(a)
the total revenue of the Central Appalachia Business Segment for such Series A Distribution Period, determined using the same
principles and methodology used to determine the “total revenues” for the Central Appalachia Business Segment for
the year ended December 31, 2015 in the 2015 10-K, minus


 


(b)
cost of operations (exclusive of depreciation, depletion and amortization) for the Central Appalachia Business Segment for such
Series A Distribution Period, determined using the same principles and methodology used to determine the “cost of operations
(exclusive of depreciation, depletion and amortization)” for the Central Appalachia Business Segment for the year ended
December 31, 2015 in the 2015 10-K, minus


 


(c)
an amount equal to (i) $6.50, multiplied by (ii) the aggregate number of met coal and steam coal tons sold by the Partnership
from the Central Appalachia Business Segment for such Series A Distribution Period, determined using the same principles and methodology
used to determine the aggregate number of met coal and steam coal tons sold by the Partnership from the Central Appalachia Business
Segment for the year ended December 31, 2015 in the 2015 10-K.


 


“Capital
Account” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account”
of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership
Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest
was first issued.


 


“Capital
Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes
to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case
of an underwritten offering of Units, the amount of any underwriting discounts or commissions).


 


“Capital
Improvement” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition
of existing, or the construction of new or the improvement or replacement of existing, capital assets or (c) capital contribution
by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest, or after such capital contribution
will have an equity interest, to fund such Group Member’s pro rata share of the cost of the addition or improvement to or
the acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets by such
Person, in each case if such addition, improvement, replacement, acquisition or construction is made to increase for a period
longer than the short-term the operating capacity of the Partnership Group, in the case of clauses (a) and (b), or such Person,
in the case of clause (c), from the operating capacity of the Partnership Group or such Person, as the case may be, existing immediately
prior to such addition, improvement, replacement, acquisition or construction. For purposes of this definition, the short-term
generally refers to a period not exceeding 12 months.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	6	 



    	 		 



    


 


“Capital
Surplus” means Available Cash distributed by the Partnership in excess of Operating Surplus, as described in Section
6.3(a).


 


“Carrying
Value” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced
(but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ and Assignees’
Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination; provided that the Carrying Value of any property
shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or
other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by
the General Partner.


 


“Cause”
means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual
fraud or willful misconduct in its capacity as a general partner of the Partnership.


 


“Central
Appalachia Business Segment” means the business segment described as the Central Appalachia business segment in the
Partnership’s 2015 10-K.


 


“Certificate”
means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance
with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner, issued
by the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as may be adopted by the
General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Interests.


 


“Certificate
of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of
State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented
or restated from time to time.


 


“Citizenship
Certification” means a properly completed certificate in such form as may be specified by the General Partner by which
an Assignee or a Limited Partner certifies that he (and if he is a nominee holding for the account of another Person, that to
the best of his knowledge such other Person) is an Eligible Citizen Holder.


 


“claim”
(as used in Section 7.12(c)) is defined in Section 7.12(c).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	7	 



    	 		 



    


 


“Closing
Date” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions
of the Underwriting Agreement.


 


“Closing
Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price
on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on
such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the principal National Securities Exchange on which the respective Limited Partner Interests
are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National
Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices
on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited
Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such
organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a
market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker
is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day
as determined by the General Partner.


 


“Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section
or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.


 


“Combined
Interest” is defined in Section 11.3(a).


 


“Commences
Commercial Service” means the date a Capital Improvement is first put into commercial service following completion of
construction, acquisition, development and testing, as applicable.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Unit” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners
and Assignees, and having the rights and obligations specified with respect to Common Units in this Agreement. Except as provided
in Section 5.12(b)(ii), the term “Common Unit” does not refer to or include any Subordinated Unit or Series A Preferred
Unit prior to its conversion into a Common Unit pursuant to the terms hereof.


 


“Common
Unit Arrearage” means, with respect to any Common Unit, whenever issued, with respect to any Quarter within the Subordination
Period, the excess, if any, of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter
over (b) the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	8	 



    	 		 



    


 


“Conflicts
Committee” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors,
each of whom (a) is not an officer or employee of the General Partner or an officer, director or employee of any Person controlling
the General Partner, (b) is not a holder of any ownership interest in the General Partner and (c) meets the independence standards
required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the
rules and regulations of the Commission thereunder and by the National Securities Exchange or the over-the-counter market on which
any class of Partnership Interests is listed or admitted to trading.


 


“Contributed
Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash,
contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such
property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.


 


“Contribution
Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of September 29, 2010, among
the General Partner, the Partnership, Rhino Energy Holdings and certain other parties, together with the additional conveyance
documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to
time.


 


“Conversion
Unit” has the meaning assigned to such term in Section 6.1(d)(xiii).


 


“Convertible
Securities” has the meaning assigned to such term in Section 5.12(b)(iii)(C).


 


“Cumulative
Common Unit Arrearage” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the
excess, if any, of (a) the sum of the Common Unit Arrearages with respect to an Initial Common Unit for each of the Quarters within
the Subordination Period ending on or before the last day of such Quarter over (b) the sum of any distributions theretofore made
pursuant to Section 6.4(a)(ii) and the second sentence of Section 6.5 with respect to an Initial Common Unit (including any distributions
to be made in respect of the last of such Quarters).


 


“Curative
Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of
Section 6.1(d)(xii).


 


“Current
Market Price” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average
of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to
such date.


 


“Deferred
Issuance and Distribution” means both (a) the issuance by the Partnership of a number of additional Common Units that
is equal to the excess, if any, of (x) 486,600 minus (y) the aggregate number, if any, of Common Units actually purchased by and
issued to the Underwriters pursuant to the Over-Allotment Option on the Option Closing Date(s), and (b) reimbursement(s) of pre-formation
capital expenditures in an amount equal to the total amount of cash, if any, contributed by the Underwriters to the Partnership
on or in connection with any Option Closing Date with respect to Common Units issued by the Partnership upon the applicable exercise
of the Over-Allotment Option in accordance with Section 5.3(b), if any.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	9	 



    	 		 



    


 


“Delaware
Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented
or restated from time to time, and any successor to such statute.


 


“Departing
General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such
former General Partner pursuant to Section 11.1 or 11.2.


 


“Depositary”
means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.


 


“Disposed
of Adjusted Property” has the meaning assigned to such term in Section 6.1(d)(xiv)(B).


 


“Economic
Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).


 


“Eligible
Citizen Holder” means a Limited Partner or Assignee whose nationality, citizenship or other related status would not,
in the determination of the General Partner, create a substantial risk of cancellation or forfeiture of any property in which
a Group Member has an interest.


 


“Eligibility
Certification” means a Citizenship Certification or a Rate Eligibility Certification.


 


“Estimated
Incremental Quarterly Tax Amount” is defined in Section 6.9.


 


“Estimated
Maintenance Capital Expenditures” means an estimate made in good faith by the Board of Directors (with the concurrence
of the Conflicts Committee) of the average quarterly Maintenance Capital Expenditures that the Partnership will need to incur
over the long term to maintain the operating capacity of the Partnership Group (including the Partnership’s proportionate
share of the average quarterly Maintenance Capital Expenditures of its Subsidiaries that are not wholly owned) existing at the
time the estimate is made. The Board of Directors (with the concurrence of the Conflicts Committee) will be permitted to make
such estimate in any manner it determines reasonable. The estimate will be made at least annually and whenever an event occurs
that is likely to result in a material adjustment to the amount of future Estimated Maintenance Capital Expenditures. The Partnership
shall disclose to its Partners any change in the amount of Estimated Maintenance Capital Expenditures in its reports made in accordance
with Section 8.3 to the extent not previously disclosed. Any adjustments to Estimated Maintenance Capital Expenditures shall be
prospective only.


 


“Event
of Withdrawal” is defined in Section 11.1(a).


 


“Excess
Distribution” is defined in Section 6.1(d)(iii)(A).


 


“Excess
Distribution Unit” is defined in Section 6.1(d)(iii)(A).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	10	 



    	 		 



    


 


“Expansion
Capital Expenditures” means cash expenditures for Acquisitions or Capital Improvements, and shall not include Maintenance
Capital Expenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest (and related fees)
on debt incurred to finance the construction of a Capital Improvement and paid in respect of the period beginning on the date
that a Group Member enters into a binding obligation to commence construction of a Capital Improvement and ending on the earlier
to occur of the date that such Capital Improvement Commences Commercial Service and the date that such Capital Improvement is
abandoned or disposed of. Debt incurred to fund such construction period interest payments or to fund distributions on equity
issued (including incremental Incentive Distributions related thereto) to fund the construction of a Capital Improvement as described
in clause (a)(iv) of the definition of Operating Surplus shall also be deemed to be debt incurred to finance the construction
of a Capital Improvement. Where capital expenditures are made in part for Expansion Capital Expenditures and in part for other
purposes, the General Partner shall determine the allocation between the amounts paid for each.


 


“Final
Subordinated Units” is defined in Section 6.1(d)(x)(A).


 


“First
Liquidation Target Amount” is defined in Section 6.1(c)(i)(E).


 


“First
Target Distribution” means $0.51175 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter,
it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and
the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and
6.9.


 


“Fully
Diluted Weighted Average Basis” means, when calculating the number of Outstanding Units for any period, a basis that
includes (1) the weighted average number of Outstanding Units plus (2) all Partnership Interests and options, rights, warrants,
phantom units and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable
or exchangeable for Units or for which Units are issuable, each case that are senior to or pari passu with the Subordinated Units,
(b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that
may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of
the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder
other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise
or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation
is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted
Weighted Average Basis when calculating whether the Subordination Period has ended or the Subordinated Units are entitled to convert
into Common Units pursuant to Section 5.7, such Partnership Interests, options, rights, warrants and appreciation rights shall
be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period;
provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise
or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the
number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would
purchase at the Current Market Price.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	11	 



    	 		 



    


 


“General
Partner” means Rhino GP LLC, a Delaware limited liability company, and its successors and permitted assigns that are
admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except
as the context otherwise requires).


 


“General
Partner Interest” means the ownership interest of the General Partner in the Partnership (in its capacity as a general
partner without reference to any Limited Partner Interest held by it) and includes any and all benefits to which the General Partner
is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions
of this Agreement.


 


“Gross
Liability Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i),
the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.


 


“Group”
means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship
for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in
response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership
Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly,
Partnership Interests.


 


“Group
Member” means a member of the Partnership Group.


 


“Group
Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited
or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate
of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement
or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents
of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation
or joint venture, as such may be amended, supplemented or restated from time to time.


 


“Hedge
Contract” means any exchange, swap, forward, cap, floor, collar, option or other similar agreement or arrangement entered
into for the purpose of reducing the exposure of the Partnership Group to fluctuations in interest rates or the price of hydrocarbons,
other than for speculative purposes.


 


“Holder”
as used in Section 7.12, is defined in Section 7.12(a).


 


“IDR
Reset Common Unit” has the meaning assigned to such term in Section 5.11(a).


 


“IDR
Reset Election” is defined in Section 5.11(a).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	12	 



    	 		 



    


 


“Incentive
Distribution Right” means a non-voting Limited Partner Interest which will confer upon the holder thereof only the rights
and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise
available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary,
the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership
matter except as may otherwise be required by law.


 


“Incentive
Distributions” means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to
Section 6.4.


 


“Incremental
Income Taxes” is defined in Section 6.9.


 


“Indemnified
Persons” is defined in Section 7.12(c).


 


“Indemnitee”
means (a) any General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner
or any Departing General Partner, (d) any Person who is or was a manager, managing member, director, officer, employee, agent,
fiduciary or trustee of any Group Member, a General Partner, any Departing General Partner or any of their respective Affiliates,
(e) any Person who is or was serving at the request of a General Partner, any Departing General Partner or any of their respective
Affiliates as an officer, director, manager, managing member, employee, agent, fiduciary or trustee of another Person owing a
fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services
basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and
(g) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s
service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the
Partnership Group’s business and affairs.


 


“Ineligible
Citizen Holder” means a Person whom the General Partner has determined does not constitute an Eligible Citizen Holder
and as to whose Partnership Interest the General Partner has become the substitute Limited Partner, pursuant to Section 4.8(a).


 


“Ineligible
Holder” means an Ineligible Citizen Holder or a Rate Ineligible Holder.


 


“Initial
Common Units” means the Common Units sold in the Initial Offering.


 


“Initial
Limited Partners” means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units
received by it pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters,
in each case upon being admitted to the Partnership in accordance with Section 10.1.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	13	 



    	 		 



    


 


“Initial
Offering” means the initial offering and sale of Common Units to the public, as described in the Registration Statement,
including any Common Units issued pursuant to the exercise of the Over-Allotment Option.


 


“Initial
Unit Price” means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price
per Common Unit at which the Underwriters offered the Common Units to the public for sale as set forth on the cover page of the
prospectus included as part of the Registration Statement and first issued at or after the time the Registration Statement first
became effective, (b) with respect to each Series A Preferred Unit, $10.00 or (c) with respect to any other class or series of
Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General
Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision
or combination of Units.


 


“Interim
Capital Transactions” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings,
refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account
or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group
Member; (b) sales of equity interests of any Group Member (including the Common Units sold to the Underwriters in the Initial
Offering or pursuant to the exercise of the Over-Allotment Option), (c) sales or other voluntary or involuntary dispositions of
any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in
the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements
and (d) capital contributions received.


 


“Investment
Capital Expenditures” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.


 


“Liability”
means any liability or obligation of any nature, whether accrued, contingent or otherwise.


 


“Limited
Partner” means, unless the context otherwise requires, (a) each Initial Limited Partner, each additional Person that
becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status
from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner
of the Partnership and (b) solely for purposes of Articles V, VI, VII, IX and XII, each Assignee; provided, however, that when
the term “Limited Partner” is used herein in the context of any vote or other approval, including Articles XIII and
XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect
to its Incentive Distribution Rights and not with respect to any other Limited Partner Interest held by such Person) except as
may otherwise be required by law.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	14	 



    	 		 



    


 


“Limited
Partner Interest” means the ownership interest of a Limited Partner or Assignee in the Partnership, which may be evidenced
by Common Units, Subordinated Units, Series A Preferred Units, Incentive Distribution Rights or other Partnership Interests or
a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner or Assignee is entitled
as provided in this Agreement, together with all obligations of such Limited Partner or Assignee to comply with the terms and
provisions of this Agreement; provided, however, that when the term “Limited Partner Interest” is used herein in the
context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include
any Incentive Distribution Right except as may otherwise be required by law.


 


“Liquidation
Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses
(a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding
Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and
(b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.


 


“Liquidator”
means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee
of the Partnership within the meaning of the Delaware Act.


 


“LTIP”
means the Long-Term Incentive Plan of the General Partner, as may be amended, or any equity compensation plan successor thereto.


 


“Maintenance
Capital Expenditures” means cash expenditures (including expenditures for the addition or improvement to or replacement
of the capital assets owned by any Group Member or for the acquisition of existing, or the construction or development of new,
capital assets) if such expenditures are made to maintain, including for a period longer than the short-term, the operating capacity
of the Partnership Group. Maintenance Capital Expenditures shall not include (a) Expansion Capital Expenditures or (b) Investment
Capital Expenditures. Maintenance Capital Expenditures shall include interest (and related fees) on debt incurred and distributions
on equity issued, other than equity issued on the Closing Date or the Option Closing Date, in each case, to finance the construction
or development of a replacement asset and paid during the period beginning on the date that a Group Member enters into a binding
obligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that such
replacement asset Commences Commercial Service and the date that such replacement asset is abandoned or disposed of. Debt incurred
to pay or equity issued, other than equity issued on the Closing Date or the Option Closing Date, to fund construction or development
period interest payments, or such construction or development period distributions on equity, shall also be deemed to be debt
or equity, as the case may be, incurred to finance the construction or development of a replacement asset and the incremental
Incentive Distributions paid relating to newly issued equity shall be deemed to be distributions paid on equity issued to finance
the construction or development of a replacement asset. For purposes of this definition, the short-term generally refers to a
period not exceeding 12 months.


 


“Merger
Agreement” is defined in Section 14.1.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	15	 



    	 		 



    


 


“Minimum
Quarterly Distribution” means $0.445 per Unit per Quarter (or with respect to periods of less than a full fiscal quarter,
it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period and the
denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.


 


“National
Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange
Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under
Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National
Securities Exchange for purposes of this Agreement.


 


“Net
Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liabilities
either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the
case of any property distributed to a Partner or Assignee by the Partnership, the Partnership’s Carrying Value of such property
(as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any Liability either assumed
by such Partner or Assignee upon such distribution or to which such property is subject at the time of distribution.


 


“Net
Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain (other
than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period
over the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net
Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Income shall be
determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided,
that the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any
reversal of such items under Section 6.1(d)(xiv).


 


“Net
Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction (other
than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period
over the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination
Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Loss shall be determined in
accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided, that
the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal
of such items under Section 6.1(d)(xiv).


 


“Net
Positive Adjustments” means, with respect to any Partner, the excess, if any, of the total positive adjustments over
the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	16	 



    	 		 



    


 


“Net
Termination Gain” means, for any taxable period, the sum, if positive, of all items of income, gain, loss or deduction
(determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange
or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction
or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized
by the Partnership pursuant to Section 5.5(d); provided, however, the items included in the determination of Net Termination Gain
shall not include any items of income, gain or loss specially allocated under Section 6.1(d).


 


“Net
Termination Loss” means, for any taxable period, the sum, if negative, of all items of income, gain, loss or deduction
(determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange
or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction
or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized
by the Partnership pursuant to Section 5.5(d); provided, however, items included in the determination of Net Termination Loss
shall not include any items of income, gain or loss specially allocated under Section 6.1(d).


 


“Noncompensatory
Option” has the meaning set forth in Treasury Regulation Section 1.721-2(f).


 


“Nonrecourse
Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage
or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to
Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no
other consideration.


 


“Nonrecourse
Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section
705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable
to a Nonrecourse Liability.


 


“Nonrecourse
Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).


 


“Notice
of Election to Purchase” is defined in Section 15.1(b).


 


“Notional
General Partner Units” means notional units used solely to calculate the General Partner’s Percentage Interest.
Notional General Partner Units shall not constitute “Units” for any purpose of this Agreement. There shall initially
be 506,000 Notional General Partner Units (resulting in the General Partner’s Percentage Interest being 2% after giving
effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution). If the General Partner makes
additional Capital Contributions pursuant to Section 5.2(b) to maintain its Percentage Interest, the number of Notional General
Partner Units shall be increased proportionally to reflect the maintenance of such Percentage Interest.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	17	 



    	 		 



    


 


“Operating
Expenditures” means all Partnership Group cash expenditures (or the Partnership’s proportionate share of expenditures
in the case of Subsidiaries that are not wholly owned), including, but not limited to, taxes, reimbursements of expenses of the
General Partner and its Affiliates, payments made in the ordinary course of business under any Hedge Contracts (provided that
(i) with respect to amounts paid in connection with the initial purchase of an Hedge Contract, such amounts shall be amortized
over the life of such Hedge Contract and (ii) payments made in connection with the termination of any Hedge Contract prior to
the expiration of its stipulated settlement or termination date shall be included in equal quarterly installments over the remaining
scheduled life of such Hedge Contract), officer compensation, repayment of Working Capital Borrowings, debt service payments and
Estimated Maintenance Capital Expenditures, subject to the following:


 


(a)       repayments
of Working Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of “Operating
Surplus” shall not constitute Operating Expenditures when actually repaid;


 


(b)       payments
(including prepayments and prepayment penalties) of principal of and premium on indebtedness other than Working Capital Borrowings
shall not constitute Operating Expenditures; and


 


(c)       Operating
Expenditures shall not include (i) Expansion Capital Expenditures, (ii) actual Maintenance Capital Expenditures, (iii) Investment
Capital Expenditures, (iv) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (v) distributions
to Partners (other than distributions to Series A Preferred Holders) or (vi) repurchases of Partnership Interests, other than
repurchases of Partnership Interests to satisfy obligations under employee benefit plans, or reimbursements of expenses of the
General Partner for such purchases. Where capital expenditures are made in part for Maintenance Capital Expenditures and in part
for other purposes, the General Partner shall determine the allocation between the amounts paid for each.


 


“Operating
Surplus” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication,


 


(a)       the
sum of (i) $25.0 million, (ii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash
receipts in the case of Subsidiaries that are not wholly owned) for the period beginning on the Closing Date and ending on the
last day of such period, but excluding cash receipts from Interim Capital Transactions and provided that cash receipts from the
termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in
equal quarterly installments over the remaining scheduled life of such Hedge Contract, (iii) all cash receipts of the Partnership
Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned)
after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting
from Working Capital Borrowings, and (iv) the amount of cash distributions paid (including incremental Incentive Distributions)
on equity issued, other than equity issued on the Closing Date or the Option Closing Date, to finance all or a portion of the
construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset and paid in respect of the
period beginning on the date that the Group Member enters into a binding obligation to commence the construction, acquisition
or improvement of a Capital Improvement or replacement of a capital asset and ending on the earlier to occur of the date the Capital
Improvement or replacement capital asset Commences Commercial Service and the date that it is abandoned or disposed of (equity
issued, other than equity issued on the Closing Date or the Option Closing Date, to fund the construction period interest payments
on debt incurred, or construction period distributions on equity issued, to finance the construction, acquisition or improvement
of a Capital Improvement or replacement of a capital asset shall also be deemed to be equity issued to finance the construction,
acquisition or improvement of a Capital Improvement or replacement of a capital asset for purposes of this clause (iv)), less


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(b)       the
sum of (i) Operating Expenditures for the period beginning on the Closing Date and ending on the last day of such period; (ii)
the amount of cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves
in the case of Subsidiaries that are not wholly owned) to provide funds for future Operating Expenditures; (iii) all Working Capital
Borrowings not repaid within twelve months after having been incurred and (iv) any cash loss realized on disposition of an Investment
Capital Expenditure;


 


provided,
however, that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member)
or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of
Available Cash with respect to such period shall be deemed to have been made, established, increased or reduced, for purposes
of determining Operating Surplus, within such period if the General Partner so determines.


 


Notwithstanding
the foregoing, “Operating Surplus” with respect to the Quarter in which the Liquidation Date occurs and any
subsequent Quarter shall equal zero. Cash receipts from an Investment Capital Expenditure shall be treated as cash receipts only
to the extent they are a return on principal, but in no event shall a return of principal be treated as cash receipts.


 


“Opinion
of Counsel” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner
or any of its Affiliates) acceptable to the General Partner.


 


“Option
Closing Date” means the date or dates on which any Common Units are sold by the Partnership to the Underwriters upon
exercise of the Over-Allotment Option.


 


“Organizational
Limited Partner” means Rhino Energy Holdings LLC, a Delaware limited liability company, in its capacity as the organizational
limited partner of the Partnership pursuant to this Agreement.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Outstanding”
means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding
on the Partnership’s books and records as of the date of determination; provided, however, that if at any
time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership
Interests of any class then Outstanding, none of the Partnership Interests owned by such Person or Group shall be voted on any
matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter
(unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes
under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section
11.1(b)(iv) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes
of this Agreement or the Delaware Act); provided, further, that the foregoing limitation shall not apply to (i)
any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly from
the General Partner or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding
Partnership Interests of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided
that, at or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such limitation
shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership
provided that, at or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such
limitation shall not apply.


 


“Over-Allotment
Option” means the over-allotment option granted to the Underwriters by the Partnership pursuant to the Underwriting
Agreement.


 


“Partner
Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).


 


“Partner
Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).


 


“Partner
Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described
in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable
to a Partner Nonrecourse Debt.


 


“Partners”
means the General Partner and the Limited Partners.


 


“Partnership”
means Rhino Resource Partners LP, a Delaware limited partnership.


 


“Partnership
Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.


 


“Partnership
Interest” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants
and appreciation rights relating to an equity interest in the Partnership), including Common Units, Subordinated Units, Series
A Preferred Units and Incentive Distribution Rights.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Partnership
Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2)
and 1.704-2(d).


 


“Percentage
Interest” means as of any date of determination (a) as to the General Partner, with respect to the General Partner Interest
(calculated based upon a number of Notional General Partner Units), and as to any Unitholder with respect to Units, the product
obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing
(A) the number of Notional General Partner Units deemed held by the General Partner or the number of Units held by such Unitholder,
as the case may be, by (B) the total number of Outstanding Units and Notional General Partner Units, and (b) as to the holders
of other Partnership Interests issued by the Partnership in accordance with Section 5.6, the percentage established as a part
of such issuance. The Percentage Interest with respect to an Incentive Distribution Right and a Series A Preferred Unit shall
at all times be zero.


 


“Person”
means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.


 


“Per
Unit Capital Amount” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying
any class of Units held by a Person other than the General Partner or any Affilitate of the General Partner who holds Units.


 


“Plan
of Conversion” is defined in Section 14.1.


 


“Pro
Rata” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units
in accordance with their relative Percentage Interests, (b) when used with respect to Partners and Assignees or Record Holders,
apportioned among all Partners and Assignees or Record Holders in accordance with their relative Percentage Interests, (c) when
used with respect to holders of Incentive Distribution Rights, apportioned equally among all holders of Incentive Distribution
Rights in accordance with the relative number or percentage of Incentive Distribution Rights held by each such holder and (d)
when used with respect to Series A Preferred Unitholders, apportioned among all Series A Preferred Unitholders in accordance with
the relative number or percentage of Series A Preferred Units held by each such Series A Preferred Unitholder.


 


“Purchase
Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests
of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article
XV.


 


“Quarter”
means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the
Partnership that includes the Closing Date, the portion of such fiscal quarter after the Closing Date.


 


“Rate
Eligible Holder” means a Limited Partner or Assignee whose federal income tax status would not, in the determination
of the General Partner, have the material adverse effect described in Section 4.8(b)(i).


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Rate
Eligibility Certification” is defined in Section 4.8(b)(ii).


 


“Rate
Ineligible Holder” is defined in Section 4.8(b)(iii).


 


“Recapture
Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section
734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized
as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.


 


“Record
Date” means the date established by the General Partner or otherwise in accordance with this Agreement for determining
(a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote
by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any
lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate
in any offer.


 


“Record
Holder” means (a) with respect to Partnership Interests of any class of Partnership Interests for which a Transfer Agent
has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent
as of the opening of business on a particular Business Day, or (b) with respect to other classes of Partnership Interests, the
Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be
kept as of the opening of business on such Business Day.


 


“Redeemable
Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn,
pursuant to Section 4.9.


 


“Registration
Statement” means the Registration Statement on Form S-1 (Registration No. 333-166550) as it has been or as it may be
amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the
offering and sale of the Common Units in the Initial Offering.


 


“Remaining
Net Positive Adjustments” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common
Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated
Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for
each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Interest), the excess of
(a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s
Share of Additional Book Basis Derivative Items with respect to the General Partner Interest for each prior taxable period, and
(iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders
of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative
Items of the holders of the Incentive Distribution Rights for each prior taxable period.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Required
Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section
6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).


 


“Reset
MQD” is defined in Section 5.11(e).


 


“Reset
Notice” is defined in Section 5.11(b).


 


“Retained
Converted Subordinated Unit” is defined in Section 5.5(c)(ii).


 


“Revaluation
Event” means an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section
5.5(d).


 


“Second
Liquidation Target Amount” is defined in Section 6.1(c)(i)(F).


 


“Second
Target Distribution” means $0.55625 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter,
it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and
the denominator is the total number of days in such quarter), subject to adjustment in accordance with Section 5.11, Section 6.6
and Section 6.9.


 


“Securities
Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such
statute.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and
any successor to such statute.


 


“Series
A Conversion” is defined in Section 5.12(b)(iii)(A).


 


“Series
A Conversion Notice” is defined in Section 5.12(b)(iii)(B).


 


“Series
A Conversion Notice Date” is defined in Section 5.12(b)(iii)(B).


 


“Series
A Conversion Ratio” means, with respect to each Series A Preferred Unit a ratio equal to the amount that (a) the aggregate
amount of the Initial Unit Price of the Series A Preferred Unit and all Series A Unpaid Cash Distributions (including all accrued
and unpaid interest thereon) in respect of such Series A Preferred Unit, bears to (b) seventy five percent (75%) of the volume
weighted average Closing Price for the ninety (90) Trading Days preceding the Series A Conversion Notice Date, provided that for
the purpose of this ratio, such average Closing Price shall be no less than $2.00 and no more than $10.00.


 


“Series
A Conversion Unit” means a Common Unit issued upon conversion of a Series A Preferred Unit pursuant to Section 5.12(b)(iii)(A)).
Immediately upon such issuance, each Series A Conversion Unit shall be considered a Common Unit for all purposes hereunder.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Series
A Conversion Window” means the period of time between the Record Date with respect to a Series A Distribution and the
Record Date with respect to a distribution on the Series A Conversion Units for the subsequent Quarter.


 


“Series
A Distribution” is defined in Section 5.12(b)(i)(B).


 


“Series
A Distribution Amount” means, with respect to any Series A Distribution Period, the greater of (i) fifty percent (50%)
of the CAM Mining Free Cash Flow with respect to such Series A Distribution Period, and (ii) an amount of cash equal to the product
of the number of Outstanding Series A Preferred Units as of the Record Date established for such Series A Distribution Period
multiplied by $0.80 (“Series A Minimum Distribution Amount”), in each case, less the Series A
Distribution Amount Adjustment, if applicable.


 


“Series
A Distribution Amount Adjustment” means, if a Series A Distribution is paid from CAM Mining Free Cash Flow in the immediately
preceding Series A Distribution Period, the difference between (i) the summation of the components comprising CAM Mining Free
Cash Flow as those components are calculated by the General Partner for such preceding Series A Distribution Period and (ii) the
summation of the components comprising CAM Mining Free Cash Flow as finally determined during the Partnership’s audit process
and that constitute part of the Partnership’s audited financial statements for such preceding Series A Distribution Period;
provided, however, that no such Series A Distribution Amount Adjustment shall reduce a Series A Distribution below the Series
A Minimum Distribution Amount.


 


“Series
A Distribution Payment Date” is defined in Section 5.12(b)(i)(B).


 


“Series
A Distribution Period” means each calendar year.


 


“Series
A Issuance Date” means December 31, 2016.


 


“Series
A Junior Securities” means any class or series of Partnership Interests that, with respect to distributions on such
Partnership Interests and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including
Common Units and Incentive Distribution Rights, but excluding any Series A Parity Securities and Series A Senior Securities and
the General Partner Interest.


 


“Series
A Liquidation Value” means, with respect to each Series A Preferred Unit Outstanding as of the date of such determination,
an amount equal to the sum of (i) the Initial Unit Price, plus (ii) all Series A Unpaid Cash Distributions.


 


“Series
A Minimum Distribution Amount” has the meaning given it in the definition of “Series A Distribution Amount.”


 


“Series
A Parity Securities” means any class or series of Partnership Interests that, with respect to distributions on such
Partnership Interests or distributions upon liquidation of the Partnership, ranks pari passu with (but not senior to) the Series
A Preferred Units, but excluding any Series A Senior Securities and the General Partner Interest.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Series
A Preferred Unitholder” means a holder of Series A Preferred Units.


 


“Series
A Preferred Units” is defined in Section 5.12(a).


 


“Series
A Senior Securities” means any class or series of Partnership Interests that, with respect to distributions on such
Partnership Interests or distributions upon liquidation of the Partnership, ranks senior to the Series A Preferred Units, but
excluding the General Partner Interest.


 


“Series
A Unpaid Cash Distributions” is defined in Section 5.12(b)(i)(B).


 


“Share
of Additional Book Basis Derivative Items” means in connection with any allocation of Additional Book Basis Derivative
Items for any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the amount that
bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments
as of the end of such taxable period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect
to the General Partner (in respect of the General Partner Interest), the amount that bears the same ratio to such Additional Book
Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end of such taxable period
bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive
Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net
Positive Adjustments of the Partners holding the Incentive Distribution Rights as of the end of such period bears to the Aggregate
Remaining Net Positive Adjustments as of that time.


 


“Special
Approval” means approval by a majority of the members of the Conflicts Committee acting in good faith.


 


“Subordinated
Unit” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners
and Assignees and having the rights and obligations specified with respect to Subordinated Units in this Agreement. The term “Subordinated
Unit” does not refer to or include a Common Unit. A Subordinated Unit that is convertible into a Common Unit shall not constitute
a Common Unit until such conversion occurs.


 


“Subordination
Period” means the period commencing on the Closing Date and ending on the first to occur of the following dates:


 


(a)       the
first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter
beginning with the Quarter ending September 30, 2013 in respect of which (i) (A) distributions of Available Cash from Operating
Surplus on each of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or
equal in right of distribution to the Subordinated Units, and (II) the General Partner Interest, in each case with respect to
each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum
of the Minimum Quarterly Distribution on (I) all Outstanding Common Units and Subordinated Units and any other Outstanding Units
that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Interest, in each case
in respect of such periods and (B) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter
periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the (I) Common
Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and
(II) General Partner Interest, in each case that were Outstanding during such periods on a Fully Diluted Weighted Average Basis,
and (ii) there are no Cumulative Common Unit Arrearages;


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(b)       the
first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter
in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of (I) the Outstanding Common Units
and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units,
and (II) the General Partner Interest, in each case with respect to the four-Quarter period immediately preceding such date equaled
or exceeded 150% of the Minimum Quarterly Distribution on all of (I) the Outstanding Common Units and Subordinated Units and any
other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner
Interest, in each case in respect of such period, and (B) the Adjusted Operating Surplus for the four-Quarter period immediately
preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of (I) the Common Units and
Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, (II) the General
Partner Interest, in each case that were Outstanding during such period on a Fully Diluted Weighted Average Basis and (III) and
the corresponding Incentive Distributions and (ii) there are no Cumulative Common Unit Arrearages;


 


(c)       the
first date on which there are no longer outstanding any Subordinated Units due to the conversion of Subordinated Units into Common
Units pursuant to Section 5.7 or otherwise; and


 


(d)       the
date on which the General Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding
Units under circumstances where Cause does not exist and no Units held by the General Partner and its Affiliates are voted in
favor of such removal.


 


“Subsidiary”
means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard
to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned,
directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination
thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of
determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such
partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly,
at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any
other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination
thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power
to elect or direct the election of a majority of the directors or other governing body of such Person.


 


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Resource Partners LP

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“Substituted
Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.2 with
all the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.


 


“Surviving
Business Entity” is defined in Section 14.2(b)(ii).


 


“Target
Distribution” means, collectively, the First Target Distribution, Second Target Distribution and Third Target Distribution.


 


“Third
A/R Partnership Agreement” is defined in the recitals.


 


“Third
Target Distribution” means $0.6675 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter,
it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and
the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and
6.9.


 


“Trading
Day” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day
on which the principal National Securities Exchange on which such class of Limited Partner Interests is listed or admitted to
trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted to trading
on any National Securities Exchange, a day on which banking institutions in New York City generally are open.


 


“Transfer
Application” means an application and agreement for transfer of Units in the form set forth on the back of a Certificate
or in a form substantially to the same effect in a separate instrument.


 


“transfer”
is defined in Section 4.4(a).


 


“Transfer
Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may
be appointed from time to time by the Partnership to act as registrar and transfer agent for any class of Partnership Interests;
provided, that if no Transfer Agent is specifically designated for any class of Partnership Interests, the General Partner
shall act in such capacity.


 


“Underwriter”
means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.


 


“Underwriting
Agreement” means that certain Underwriting Agreement, dated as of September 29, 2010, among the Underwriters, the Partnership,
the General Partner and other parties thereto, providing for the purchase of Common Units by the Underwriters.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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“Unit”
means a Partnership Interest that is designated as a “Unit” and shall include the Series A Preferred Units, Common
Units and Subordinated Units but shall not include (i) the General Partner Interest or (ii) Incentive Distribution Rights.


 


“Unitholders”
means the holders of Units.


 


“Unit
Majority” means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding
Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated
Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units,
voting as a single class.


 


“Unpaid
MQD” is defined in Section 6.1(c)(i)(C).


 


“Unrealized
Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of
such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).


 


“Unrealized
Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of
(a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such
date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).


 


“Unrecovered
Initial Unit Price” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions
constituting Capital Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed
Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in
respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution,
subdivision, combination or reorganization of such Units.


 


“Unrestricted
Person” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer,
employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member,
a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted
Person” for purposes of this Agreement.


 


“U.S.
GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.


 


“Weston”
is defined in the recitals.


 


“Withdrawal
Opinion of Counsel” is defined in Section 11.1(b).


 


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“Working
Capital Borrowings” means borrowings used solely for working capital purposes or to pay distributions to Partners, made
pursuant to a credit facility, commercial paper facility or other similar financing arrangement; provided that when incurred it
is the intent of the borrower to repay such borrowings within 12 months from sources other than additional Working Capital Borrowings.


 


Section
1.2Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement;
(c) the terms “include”, “includes”, “including” or words of like import shall be deemed to
be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” or “hereunder”
refer to this Agreement as a whole and not to any particular provision of this Agreement. The and headings contained in this Agreement
are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.


 


Article
II


 


ORGANIZATION


 


Section
2.1Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as
a limited partnership pursuant to the provisions of the Delaware Act. This amendment and restatement shall become effective on
the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary
duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall
be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.


 


Section
2.2Name. The name of the Partnership shall be “Rhino Resource Partners LP”. The Partnership’s business
may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner.
The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included
in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires.
The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners
of such change in the next regular communication to the Limited Partners.


 


Section
2.3Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner,
the registered office of the Partnership in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington,
Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered
office shall be Corporation Trust Company. The principal office of the Partnership shall be located at 424 Lewis Hargett Circle,
Suite 250, Lexington, Kentucky 40503, or such other place as the General Partner may from time to time designate by notice to
the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware
as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 424 Lewis Hargett
Circle, Suite 250, Lexington, Kentucky 40503, or such other place as the General Partner may from time to time designate by notice
to the Limited Partners.


 


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Section
2.4Purpose and Business. The purpose and nature of the business to be conducted by the Partnership shall be to (a)
engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability
company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole
discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection
therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such
business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions
or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage,
directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership
to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To
the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may, in its
sole discretion, decline to propose or approve, the conduct by the Partnership of any business.


 


Section
2.5Powers. The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable,
incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for
the protection and benefit of the Partnership.


 


Section
2.6Term. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance
with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions
of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate
of Limited Partnership as provided in the Delaware Act.


 


Section
2.7Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or
intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively,
shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets
may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the
General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title
is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General
Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement;
provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other
than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer
of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided,
further , that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner
shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide
for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property
of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.


 


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Article
III


 


RIGHTS OF LIMITED PARTNERS


 


Section
3.1Limitation of Liability. The Limited Partners and the Assignees shall have no liability under this Agreement except
as expressly provided in this Agreement or the Delaware Act.


 


Section
3.2Management of Business. No Limited Partner or Assignee, in its capacity as such, shall participate in the operation,
management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the
Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate
of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner
or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member,
in its capacity as such, shall not be deemed to be participating in the control of the business of the Partnership by a limited
partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under this Agreement.


 


Section
3.3Outside Activities of the Limited Partners. Subject to the provisions of Section 7.5, which shall continue to be
applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners or Assignees,
any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those
relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither
the Partnership nor any of the other Partners or Assignees shall have any rights by virtue of this Agreement in any business ventures
of any Limited Partner or Assignee.


 


Section
3.4Rights of Limited Partners


 


(a)       In
addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited
Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in
the Partnership, the reasonableness of which having been determined by the General Partner, upon reasonable written demand stating
the purpose of such demand, and at such Limited Partner’s own expense:


 


(i)       to
obtain true and full information regarding the status of the business and financial condition of the Partnership;


 


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(ii)       promptly
after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each
year;


 


(iii)       to
obtain a current list of the name and last known business, residence or mailing address of each Partner;


 


(iv)       to
obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of
the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all
amendments thereto have been executed;


 


(v)       to
obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other
Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each
became a Partner; and


 


(vi)       to
obtain such other information regarding the affairs of the Partnership as is just and reasonable.


 


(b)       The
General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable,
(i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information
the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage
the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to
keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the
obligations set forth in this Section 3.4).


 


Article
IV


 


CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;


REDEMPTION OF PARTNERSHIP INTERESTS


 


Section
4.1Certificates. Notwithstanding anything otherwise to the contrary herein, unless the General Partner shall determine
otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced
by certificates. Certificates that may be issued shall be executed on behalf of the Partnership by the Chairman of the Board,
President or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant
Secretary of the General Partner. If a Transfer Agent has been appointed for a class of Partnership Interests, no Certificate
for such class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent;
provided, however, that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in
global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership
Interests have been duly registered in accordance with the directions of the Partnership. Subject to the requirements of Section
6.7(c), if Common Units are evidenced by Certificates, on or after the date on which Subordinated Units are converted into Common
Units pursuant to the terms of Section 5.7, the Record Holders of such Subordinated Units (i) if the Subordinated Units are evidenced
by Certificates, may exchange such Certificates for Certificates evidencing Common Units or (ii) if the Subordinated Units are
not evidenced by Certificates, shall be issued Certificates evidencing Common Units.


 


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Section
4.2Mutilated, Destroyed, Lost or Stolen Certificates.


 


(a)       If
any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the
Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing
the same number and type of Partnership Interests as the Certificate so surrendered.


 


(b)       The
appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall
countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:


 


(i)       makes
proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost,
destroyed or stolen;


 


(ii)       requests
the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim;


 


(iii)       if
requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner,
with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners,
the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft
of the Certificate; and


 


(iv)       satisfies
any other reasonable requirements imposed by the General Partner.


 


If
a Limited Partner or Assignee fails to notify the General Partner within a reasonable period of time after such Limited Partner
or Assignee has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented
by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification,
the Limited Partner or the Assignee shall be precluded from making any claim against the Partnership, the General Partner or the
Transfer Agent for such transfer or for a new Certificate.


 


(c)       As
a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Transfer Agent) reasonably connected therewith.


 


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Section
4.3Record Holders. The Partnership shall be entitled to recognize the Record Holder as the Partner or Assignee with
respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest
in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other
notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National
Securities Exchange or the over-the-counter market on which such Partnership Interests are listed or admitted to trading. Without
limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any
of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or
holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative
Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and
obligations of a Partner or Assignee, as the case may be, hereunder as, and to the extent, provided herein.


 


Section
4.4Transfer Generally.


 


(a)       The
term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction (i)
by which the General Partner assigns its General Partner Interest to another Person, and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited
Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner or an Assignee, and
includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation
or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.


 


(b)       No
Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in
this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall
be, to the fullest extent permitted by law, null and void.


 


(c)       Nothing
contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of
the General Partner or any Limited Partner of any or all of the shares of stock, membership interests, partnership interests or
other ownership interests in the General Partner or Limited Partner and the term “transfer” shall not mean any such
disposition.


 


Section
4.5Registration and Transfer of Limited Partner Interests.


 


(a)       The
General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations
as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer
of Limited Partner Interests.


 


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(b)       The
Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing
such Limited Partner Interests are surrendered for registration of transfer and any such Certificates are accompanied by a Transfer
Application, properly completed and including a Citizenship Certification, duly executed by the transferee (or the transferee’s
attorney-in-fact duly authorized in writing). No charge shall be imposed by the General Partner for such transfer; provided, that
as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate
for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions hereof,
the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates
evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver,
in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions,
one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the
Certificate so surrendered.


 


(c)       By
acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section
4.8, each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such
Limited Partner Interests for the account of another Person) (i) shall be deemed to have requested admission as a Substituted
Limited Partner, if such transferee has completed and delivered a Transfer Application (including a Citizenship Certification),
(ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that
the transferee has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements
and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited
Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.


 


(d)       Until
admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record Holder of a Limited Partner Interest shall be an
Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual
or entity in its own or any representative capacity.


 


(e)       Subject
to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.7, (iv) with respect to any class or series
of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such
class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including
the Securities Act, Limited Partner Interests (other than the Incentive Distribution Rights) shall be freely transferable.


 


(f)       The
General Partner and its Affiliates shall have the right at any time to transfer their Subordinated Units, Common Units and Incentive
Distribution Rights to one or more Persons.


 


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Section
4.6Transfer of the General Partner’s General Partner Interest.


 


(a)       Subject
to Section 4.6(c) below, prior to September 30, 2020, the General Partner shall not transfer all or any part of its General Partner
Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least
a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is
of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual)
or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or
into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.


 


(b)       Subject
to Section 4.6(c) below, on or after September 30, 2020, the General Partner may at its option transfer all or any part of its
General Partner Interest without Unitholder approval.


 


(c)       Notwithstanding
anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another
Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement
and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would
not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to be treated
as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent
not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if
applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if
any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee
or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership
as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership
shall continue without dissolution.


 


Section
4.7Restrictions on Transfers.


 


(a)       Except
as provided in Section 4.7(d) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership
Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations
of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii)
terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause
the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income
tax purposes (to the extent not already so treated or taxed).


 


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(b)       The
General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel,
that such restrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation
or otherwise becoming taxable as an entity for federal income tax purposes or (ii) preserve the uniformity of the Limited Partner
Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided,
however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner
Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted
to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding
Limited Partner Interests of such class.


 


(c)       The
transfer of a Subordinated Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section
6.7.


 


(d)       Nothing
contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership
Interests entered into through the facilities of any National Securities Exchange or over-the-counter market on which such Partnership
Interests are listed or admitted to trading.


 


(e)       Each
certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:


 


THE
HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF RHINO RESOURCE PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS
OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF RHINO RESOURCE PARTNERS LP UNDER
THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE RHINO RESOURCE PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION
OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). RHINO GP
LLC, THE GENERAL PARTNER OF RHINO RESOURCE PARTNERS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF
IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF RHINO RESOURCE PARTNERS
LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS
SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES
OF ANY NATIONAL SECURITIES EXCHANGE OR OVER-THE-COUNTER MARKET ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 


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Section
4.8Eligibility Certificates; Ineligible Holders.


 





(a)


 


(i)       If
an Assignee fails to furnish a properly completed Citizenship Certification in a Transfer Application or if, upon receipt of such
Citizenship Certification or otherwise, the General Partner determines that such Assignee is not an Eligible Citizen Holder, the
Limited Partner Interests owned by such Assignee shall be subject to redemption in accordance with the provisions of Section 4.9.


 


(ii)       The
General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of
such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other
related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality,
citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails
to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information
or if upon receipt of such Citizenship Certification or other requested information the General Partner determines that a Limited
Partner or Assignee is not an Eligible Citizen Holder, the Limited Partner Interests owned by such Limited Partner or Assignee
shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner may require
that the status of any such Limited Partner or Assignee be changed to that of an Ineligible Citizen Holder and, thereupon, such
Ineligible Citizen Holder shall cease to be a Partner and shall have no voting rights (whether arising hereunder, under the Delaware
Act, at law, in equity or otherwise) in respect of his Limited Partner Interests or the Partnership. The General Partner shall
be substituted for such Ineligible Citizen Holder as the Limited Partner or Assignee in respect of such Ineligible Citizen Holder’s
Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.8(c).


 


(b)       


 


(i)       If
at any time the General Partner determines, with the advice of counsel, that the Partnership’s status other than as an association
taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an
entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the U.S.
federal income tax status) of one or more Limited Partners or Assignees, has or will reasonably likely have a material adverse
effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership, then the General Partner
may adopt such amendments to this Agreement as it determines to be necessary or advisable to obtain such proof of the federal
income tax status of the Limited Partners and Assignees and, to the extent relevant, their beneficial owners, as the General Partner
determines to be necessary to establish those Limited Partners and Assignees whose U.S. federal income tax status does not or
would not have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the
Partnership.


 


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(ii)       Such
amendments may include provisions requiring all Limited Partners and Assignees to certify as to their (and their beneficial owners’)
status as Rate Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees
of Units to so certify prior to being admitted to the Partnership as a Substituted Limited Partner (any such required certificate,
a “Rate Eligibility Certification”).


 


(iii)       Such
amendments may provide that any Limited Partner or Assignee who fails to furnish to the General Partner within a reasonable period
requested proof of its (and its beneficial owners’) status as a Rate Eligible Holder or if upon receipt of such Rate Eligibility
Certification or other requested information the General Partner determines that a Limited Partner or Assignee is not a Rate Eligible
Holder (such a Limited Partner or Assignee, a “Rate Ineligible Holder”), the Limited Partner Interests
owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.9. In
addition, the General Partner shall be substituted for all Limited Partners and Assignees that are Rate Ineligible Holder as the
Limited Partner or Assignee in respect of the Rate Ineligible Holder’s Limited Partner Interests.


 


(c)       The
General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Ineligible
Holders, distribute the votes in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates)
in respect of Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as
to the matter.


 


(d)       Upon
dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section
12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment
of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership
purposes as a purchase by the Partnership from the Ineligible Holder of his Limited Partner Interest (representing his right to
receive his share of such distribution in kind).


 


(e)       At
any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the
General Partner, request that with respect to any Limited Partner Interests of such Ineligible Holder not redeemed pursuant to
Section 4.9, such Ineligible Holder be admitted as a Substituted Limited Partner, and upon approval of the General Partner, such
Ineligible Holder shall be admitted as a Substituted Limited Partner and shall no longer constitute an Ineligible Holder and the
General Partner shall cease to be deemed to be the Limited Partner or Assignee in respect of the Ineligible Holder’s Limited
Partner Interests.


 


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Resource Partners LP

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Section
4.9Redemption of Partnership Interests of Ineligible Holders.


 


(a)       If
at any time a Limited Partner or Assignee fails to furnish an Eligibility Certification or other information requested within
the time period specified in Section 4.8(a) or in amendments adopted pursuant to Section 4.8(b) or in a Transfer Application,
or if upon receipt of such Eligibility Certification, Transfer Application or other information, the General Partner determines,
with the advice of counsel, that a Limited Partner or Assignee is an Ineligible Holder, the Partnership may, unless the Limited
Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is not an Ineligible
Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility
Certification, Transfer Application or other information, as the case may be, to the General Partner prior to the date fixed for
redemption as provided below, redeem the Limited Partner Interest of such Limited Partner or Assignee as follows:


 


(i)       The
General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited
Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or
certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable
Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption
of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the
Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or
distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be
made.


 


(ii)       The
aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination
of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the
number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be
paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount
of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal
together with accrued interest, commencing one year after the redemption date.


 


(iii)       The
Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment for the Redeemable
Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable
Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or Assignee at the place specified
in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by
an assignment duly executed in blank).


 


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Resource Partners LP

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(iv)       After
the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.


 


(b)       The
provisions of this Section 4.9 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as
nominee of a Person determined to be other than an Eligible Holder.


 


(c)       Nothing
in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before
the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the
General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to
the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such
redemption shall be effected from the transferee on the original redemption date.


 


Article
V


 


CAPITAL
CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS


 


Section
5.1Organizational Contributions. In connection with the formation of the Partnership under the Delaware Act, the General
Partner made an initial Capital Contribution to the Partnership in the amount of $20.00 in exchange for a General Partner Interest
equal to a 2% Percentage Interest and was admitted as the General Partner of the Partnership. The Organizational Limited Partner
made an initial Capital Contribution to the Partnership in the amount of $980.00 in exchange for a Limited Partner Interest equal
to a 98% Percentage Interest and was admitted as a Limited Partner of the Partnership. As of the Closing Date, and effective with
the admission of another Limited Partner to the Partnership, the interests of the Organizational Limited Partner were redeemed
as provided in the Contribution Agreement and the initial Capital Contributions of (i) the Organizational Limited Partner and
(ii) the General Partner were refunded. Ninety-eight percent of any interest or other profit that may have resulted from the investment
or other use of such initial Capital Contributions was allocated and distributed to the Organizational Limited Partner, and the
balance thereof was allocated and distributed to the General Partner.


 


Section
5.2Contributions by the General Partner and its Affiliates.


 


(a)       On
the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner contributed to the Partnership, as a Capital
Contribution, the GP Contribution (as defined in the Contribution Agreement) in exchange for the continuation of its General Partner
Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred
Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, (ii)
the Partnership issued to the General Partner the Incentive Distribution Rights as an incentive fee to incentivize the General
Partner to expand the profitability of the business of the Partnership Group and to increase distributions to Limited Partners,
and (iii) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, the Holdings Contribution
(as defined in the Contribution Agreement) in exchange for 8,666,400 Common Units, 12,397,000 Subordinated Units and the right
to receive the Deferred Issuance and Distribution.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(b)       Upon
the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial
Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any common units issued pursuant
to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units
issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, make additional Capital
Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General
Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed
to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section
12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.


 


Section
5.3Contributions by Initial Limited Partners.


 


(a)       On
the Closing Date and pursuant to the Underwriting Agreement, each Underwriter contributed cash to the Partnership in exchange
for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.


 


(b)       Upon
the exercise of the Over-Allotment Option, each Underwriter contributed cash to the Partnership in exchange for the issuance by
the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.


 


(c)       No
Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.


 


Section
5.4Interest and Withdrawal. No interest shall be paid by the Partnership on Capital Contributions. No Partner shall
be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant
to this Agreement or upon liquidation of the Partnership may be considered as such by law and then only to the extent provided
for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other
Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a
compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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Section
5.5Capital Accounts.


 


(a)       The
Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which
the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any
other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such
Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall
be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest
and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section
5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash
or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest
and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such
Partnership Interest pursuant to Section 6.1. For the avoidance of doubt, each Series A Preferred Unit will be treated as a partnership
interest in the Partnership that is “convertible equity” within the meaning of Treasury Regulation Section 1.721-2(g)(3),
and, therefore, each Series A Preferred Unitholder will be treated as a partner in the Partnership. The initial Capital Account
balance in respect of each Series A Preferred Unit shall be the Initial Unit Price of the Series A Preferred Unit.


 


(b)       For
purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI
and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such
item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method
of depreciation, cost recovery or amortization used for that purpose), provided, that:


 


(i)       Solely
for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by
the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other
Group Member that is classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability
company, unincorporated business or other entity classified as a partnership for federal income tax purposes of which a Group
Member is, directly or indirectly, a partner, member or other equity holder.


 


(ii)       All
fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither
be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated
as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant
to Section 6.1.


 


(iii)       Except
as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss
and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and,
as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are
not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent
an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount
of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(iv)       In
the event the Carrying Value of Partnership property is adjusted pursuant to Section 5.5(d), any Unrealized Gain resulting from
such adjustment shall be treated as an item of gain and any Unrealized Loss resulting from such adjustment shall be treated as
an item of loss.


 


(v)       Any
income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted
basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect
to such property as of such date.


 


(vi)       In
accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization
attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired
by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying
Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation,
cost recovery or amortization attributable to such property shall be determined under the rules prescribed by Treasury Regulation
Section 1.704-3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately
following such adjustment.


 


(vii)       The
Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be
adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall
be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership)
or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).


 


(c)(i)A
transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to
the Partnership Interest so transferred.


 


(ii)       Subject
to Section 6.7(c), immediately prior to the transfer of a Subordinated Unit or of a Subordinated Unit that has converted into
a Common Unit pursuant to Section 5.7 by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects
to have this subparagraph 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to its Subordinated Units
or converted Subordinated Units will (A) first, be allocated to the Subordinated Units or converted Subordinated Units to be transferred
in an amount equal to the product of (x) the number of such Subordinated Units or converted Subordinated Units to be transferred
and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained
by the transferor, regardless of whether it has retained any Subordinated Units or converted Subordinated Units. Following any
such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Subordinated Units or
retained converted Subordinated Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove,
and the transferee’s Capital Account established with respect to the transferred Subordinated Units or transferred converted
Subordinated Units will have a balance equal to the amount allocated under clause (A) hereinabove.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(d)(i)Consistent
with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed
Property, the issuance of a Noncompensatory Option, the issuance of Partnership Interests as consideration for the provision of
services, the issuance of IDR Reset Common Units pursuant to Section 5.11, the conversion of the General Partner’s Combined
Interest to Common Units pursuant to Section 11.3(b), or the conversion of Series A Preferred Units to Common Units pursuant to
Section 5.12(b)(iii), the Carrying Value of each Partnership property immediately prior to such issuance or after such conversion
shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property;
provided, however, that in the event of the issuance of a Partnership Interest pursuant to the exercise of a Noncompensatory
Option (which, for purposes hereof, shall include any conversion of Series A Preferred Units to Common Units pursuant to Section
5.12(b)(iii)) where the right to share in Partnership capital represented by such Partnership Interest differs from the consideration
paid to acquire and exercise such option, the Carrying Value of each Partnership property immediately after the issuance of such
Partnership Interest shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such
Partnership property and the Capital Accounts of the Partners shall be adjusted in a manner consistent with Treasury Regulation
Section 1.704-1(b)(2)(iv)(s); provided, further, however, that in the event of an issuance of Partnership Interests for
a de minimis amount of cash or Contributed Property, in the event of an issuance of a Noncompensatory Option to acquire a de
minimis Partnership Interest or in the event of an issuance of a de minimis amount of Partnership Interests as consideration
for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration
of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership
property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests (or, in the
case of a Revaluation Event resulting from the exercise of a Noncompensatory Option (which, for purposes hereof, shall include
any conversion of Series A Preferred Units to Common Units pursuant to Section 5.12(b)(iii)), immediately after the issuance of
the Partnership Interest acquired pursuant to the exercise of such Noncompensatory Option) shall be determined by the General
Partner using such method of valuation as it may adopt; provided, however, that the General Partner, in arriving
at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time
and must make such adjustments to such valuation as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2). If, after
making the allocations of Unrealized Gain and Unrealized Loss as set forth in Section 6.1(d)(xiii), the Capital Account of each
Partner with respect to each Conversion Unit received upon such conversion of the Limited Partner Interest is less than the Per
Unit Capital Amount for a then Outstanding Initial Common Unit, then, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3),
Capital Account balances shall be reallocated between the Partners holding Common Units (other than ‘Conversion Units) and Partners
holding Conversion Units so as to cause the Capital Account of each Partner holding a Conversion Unit to equal, on a per Unit
basis with respect to each such Conversion Unit, the Per Unit Capital Amount for a then Outstanding Initial Common Unit. In making
its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate
to first determine an aggregate value for the Partnership, based on the current trading price of the Common Units, and taking
fully into account the fair market value of the Partnership Interests of all Partners at such time, and then allocate such aggregate
value among the individual properties of the Partnership (in such manner as it determines appropriate).


 


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(ii)       In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a
Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership
Interest), the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain
or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated,
for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property immediately
prior to such distribution for an amount equal to its fair market value, and had been allocated among the Partners, at such time,
pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the
dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate
fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A)
in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined
in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section
12.4, be determined by the Liquidator using such method of valuation as it may adopt.


 


Section
5.6Issuances of Additional Partnership Interests.


 


(a)       Subject
to Section 5.12(b)(ii)(B)(2), the Partnership may issue additional Partnership Interests and options, rights, warrants and appreciation
rights relating to the Partnership Interests (including as described in Section 7.4(c)) for any Partnership purpose at any time
and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine,
all without the approval of any Limited Partners.


 


(b)       Each
additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or
more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which
may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner, including (i)
the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii)
the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership
may or shall be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership
Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange;
(vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred;
(vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each
such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges
of such Partnership Interest.


 


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(c)       The
General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance
of Partnership Interests and options, rights, warrants and appreciation rights relating to Partnership Interests pursuant to this
Section 5.6, including Common Units issued in connection with the Deferred Issuance and Distribution, (ii) the conversion of the
Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to Section 5.11,
(iv) reflecting admission of such additional Limited Partners in the books and records of the Partnership as the Record Holder
of such Limited Partner Interest and (v) all additional issuances of Partnership Interests. The General Partner shall determine
the relative rights, powers and duties of the holders of the Units or other Partnership Interests being so issued. The General
Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it
determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or in connection with
the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute,
rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange or over-the-counter
market on which the Units or other Partnership Interests are listed or admitted to trading.


 


(d)       No
fractional Units shall be issued by the Partnership.


 


Section
5.7Conversion of Subordinated Units.


 


(a)       All
of the Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution
of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.


 


(b)       Notwithstanding
any other provision of this Agreement, all the then Outstanding Subordinated Units may convert into Common Units on a one-for-one
basis as set forth in, and pursuant to the terms of, Section 11.4.


 


(c)       A
Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7.


 


Section
5.8Limited Preemptive Right. Except as provided in this Section 5.8 and in Section 5.2 or as otherwise provided in
a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect
to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General Partner
shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates or the beneficial owners
thereof, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership
Interests to Persons other than the General Partner and its Affiliates or such beneficial owners, to the extent necessary to maintain
the Percentage Interests of the General Partner and its Affiliates and such beneficial owners equal to that which existed immediately
prior to the issuance of such Partnership Interests.


 


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Section
5.9Splits and Combinations.


 





(a)       Subject
to Section 5.9(d), Section 6.6 and Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro
Rata distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests
so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event,
and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated
as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.


 


(b)       Whenever
such a distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a Record
Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days
prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General
Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Interests
to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall
be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.


 


(c)       Promptly
following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership
Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders, or
the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes.
If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership shall require,
as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record
Holder immediately prior to such Record Date.


 


(d)       The
Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision
or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section
5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).


 


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Resource Partners LP

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Section
5.10Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant
to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests
in the Partnership, except as such non-assessability may be affected by Section 17-607 or 17-804 of the Delaware Act.


 


Section
5.11Issuance of Common Units in Connection with Reset of Incentive Distribution Rights.


 


(a)       Subject
to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder
of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the
right, at any time when there are no Subordinated Units outstanding and the Partnership has made a distribution pursuant to Section
6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted
Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum
Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection
therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate
share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average
amount of cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice
(as defined in Section 5.11(b)) in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions
made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset
Notice (the “Reset MQD”) (the number of Common Units determined by such quotient is referred to herein
as the “Aggregate Quantity of IDR Reset Common Units”). The Percentage Interest of the General Partner
after the issuance of the Aggregate Quantity of IDR Reset Common Units shall equal the Percentage Interest of the General Partner
prior to the issuance of the Aggregate Quantity of IDR Reset Common Units and the General Partner shall not be obligated to make
any additional Capital Contribution to the Partnership in order to maintain its Percentage Interest in connection therewith. The
making of the IDR Reset Election in the manner specified in Section 5.11(b) shall cause the Minimum Quarterly Distribution and
the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder
or holders of the Incentive Distribution Rights will become entitled to receive Common Units on the basis specified above, without
any further approval required by the General Partner or the Unitholders, at the time specified in Section 5.11(c) unless the IDR
Reset Election is rescinded pursuant to Section 5.11(d).


 


(b)       To
exercise the right specified in Section 5.11(a), the holder of the Incentive Distribution Rights (or, if there is more than one
holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall
deliver a written notice (the “Reset Notice”) to the Partnership. Within 10 Business Days after the
receipt by the Partnership of such Reset Notice, the Partnership shall deliver a written notice to the holder or holders of the
Incentive Distribution Rights of the Partnership’s determination of the aggregate number of Common Units that each holder
of Incentive Distribution Rights will be entitled to receive.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(c)       The
holder or holders of the Incentive Distribution Rights will be entitled to receive the Aggregate Quantity of IDR Reset Common
Units on the fifteenth Business Day after receipt by the Partnership of the Reset Notice; provided, however, that the issuance
of Common Units to the holder or holders of the Incentive Distribution Rights shall not occur prior to the approval of the listing
or admission for trading of such Common Units by the principal National Securities Exchange or over-the-counter market upon which
the Common Units are then listed or admitted for trading if any such approval is required pursuant to the rules and regulations
of such National Securities Exchange or over-the-counter market.


 


(d)       If
the principal National Securities Exchange or over-the-counter market upon which the Common Units are then traded has not approved
the listing or admission for trading of the Common Units to be issued pursuant to this Section 5.11 on or before the 30th calendar
day following the Partnership’s receipt of the Reset Notice and such approval is required by the rules and regulations of
such National Securities Exchange or over-the-counter market, then the holder of the Incentive Distribution Rights (or, if there
is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution
Rights) shall have the right to either rescind the IDR Reset Election or elect to receive other Partnership Interests having such
terms as the General Partner may approve, with the approval of the Conflicts Committee, that will provide (i) the same economic
value, in the aggregate, as the Aggregate Quantity of IDR Reset Common Units would have had at the time of the Partnership’s
receipt of the Reset Notice, as determined by the General Partner, and (ii) for the subsequent conversion (on terms acceptable
to the National Securities Exchange or over-the-counter market upon which the Common Units are then traded) of such Partnership
Interests into Common Units within not more than 12 months following the Partnership’s receipt of the Reset Notice upon
the satisfaction of one or more conditions that are reasonably acceptable to the holder of the Incentive Distribution Rights (or,
if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive
Distribution Rights).


 


(e)       The
Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution shall be adjusted
at the time of the issuance of Common Units or other Partnership Interests pursuant to this Section 5.11 such that (i) the Minimum
Quarterly Distribution shall be reset to equal to the Reset MQD, (ii) the First Target Distribution shall be reset to equal 115%
of the Reset MQD, (iii) the Second Target Distribution shall be reset to equal 125% of the Reset MQD and (iv) the Third Target
Distribution shall be reset to equal 150% of the Reset MQD.


 


(f)       Upon
the issuance of IDR Reset Common Units pursuant to Section 5.11(a), the Capital Account maintained with respect to the Incentive
Distribution Rights shall (A) first, be allocated to IDR Reset Common Units in an amount equal to the product of (x) the Aggregate
Quantity of IDR Reset Common Units and (y) the Per Unit Capital Amount for an Initial Common Unit, and (B) second, any remaining
balance in such Capital Account will be retained by the holder of the Incentive Distributions Rights. In the event that there
is not a sufficient Capital Account associated with the Incentive Distribution Rights to allocate the full Per Unit Capital Amount
for an Initial Common Unit to the IDR Reset Common Units in accordance with clause (A) of this Section 5.11(f), the IDR Reset
Common Units shall be subject to Sections 6.1(d)(x)(B) and (C).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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Section
5.12Establishment of Series A Preferred Units


 


(a)       General.
The General Partner hereby designates and creates a class of Partnership Interests to be designated as “Series A Preferred
Units” (the “Series A Preferred Units”) with the designations, preferences and relative, participating,
optional or other special rights, powers and duties as set forth in this Section 5.12 and elsewhere in this Agreement.


 


(b)       Rights
of Series A Preferred Units. The Series A Preferred Units shall have the following rights, preferences and privileges and
shall be subject to the following duties and obligations:


 


(i)       Distributions.


 


(A)       The
holders of the Series A Preferred Units shall be entitled to receive distributions of cash and cash equivalents only to the extent
set forth in Section 5.12(b)(i)(B) and shall not be entitled to receive distributions of Available Cash pursuant to Section 6.4
or 6.5.


 


(B)       Subject
to Sections 17-607 and 17-804 of the Delaware Act, each holder of Series A Preferred Units as of an applicable Record Date shall
be entitled to receive cumulative distributions (each, a “Series A Distribution”), prior to any other
distributions made in respect of any other Partnership Interests pursuant to Section 6.4 or Section 6.5, in an amount
equal to such holder’s Pro Rata share of the Series A Distribution Amount. All such Series A Distributions shall be paid
by no later than the earlier of (i) 45 days after the end of the applicable Series A Distribution Period and (ii) any earlier
date of any quarterly distribution to be made by the Partnership on other Partnership Interests pursuant to Section 6.4 or 6.5
in respect of the fourth Quarter of such Series A Distribution Period (each such payment date, a “Series A Distribution
Payment Date”). If the Partnership fails to pay all or any portion of the Series A Distribution Amount when due,
then, without limiting any rights of the holders of the Series A Preferred Units to compel the Partnership to make such distribution,
from and after the first date of such failure and continuing until such failure is cured by payment in full in cash of all arrearages
with respect to any Series A Distribution, (1) the amount of such unpaid distributions (“Series A Unpaid Cash Distributions”)
will accrue and accumulate from and including the date on which such Series A Distribution was due until paid in full and (2)
the Partnership shall not be permitted to, and shall not, declare or make, any distributions, redemptions or repurchases in respect
of any Series A Junior Securities or Series A Parity Securities (including, for the avoidance of doubt, with respect to the Quarter
for which the Partnership first failed to pay in full the Series A Distribution Amount when due).


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(C)       Notwithstanding
anything in Section 5.12(b) to the contrary, with respect to any Series A Conversion Unit, the Record Holder thereof shall be
entitled to a distribution in respect of the Series A Preferred Unit from which it was converted to the extent the Series A Conversion
occurred after the close of business on the Record Date set for such Series A Distribution; provided that the Record Holder thereof
shall not be entitled to any distribution with respect to the Series A Conversion Unit for any time period for which such Record
Holder received a Series A Distribution.


 


(ii)Voting
Rights.


 


(A)Except as provided
in Section 5.12(b)(ii)(B), the Outstanding Series A Preferred Units shall have voting rights that are identical to the voting
rights of the Common Units and shall vote with the Common Units as a single class, so that each Outstanding Series A Preferred
Unit will be entitled to one vote for each Common Unit into which such Series A Preferred Unit would have been converted, if the
Series A Conversion had occurred on the Record Date established for the meeting or written consent in which such vote occurs,
on each matter with respect to which each Outstanding Common Unit is entitled to vote. Each reference in this Agreement to a vote
of Record Holders of Common Units shall be deemed to be a reference to the Record Holders of Common Units and Series A Preferred
Units, voting together as a single class during any period in which any Series A Preferred Units are Outstanding.


 


(B)Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and
all other voting rights granted under this Agreement, the General Partner shall not, without the affirmative vote or written consent
of holders of a majority of the Outstanding Series A Preferred Units, voting separately as a class based upon one vote per Series
A Preferred Unit:


 


(1)incur,
assume or guaranty any indebtedness for borrowed money in excess of $50,000,000 except unsecured current obligations and liabilities
incurred in the ordinary course of business consistent with past practice;


 


(2)approve
any matter (including a merger, consolidation or business combination) that adversely affects any of the rights, preferences and
privileges of the Series A Preferred Units;


 


(3)amend,
alter, modify or change the terms of the Series A Preferred Units or this Section 5.12 (or vote or consent or resolve to take
such action) or amend, alter, modify or change any other provision of this Agreement in a manner that would have a material adverse
effect on the rights or preferences of holders of Series A Preferred Units in relation to other classes of Partnership Interests;



 


Rhino
Resource Partners LP

Fourth Amended and Restated
Agreement of Limited Partnership


 




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(4)authorize
the issuance of any Series A Parity Securities or Series A Senior Securities;


 


(5)sell,
transfer or otherwise dispose of CAM Mining or any material portion of CAM Mining’s assets; 


 


(6)issue
any additional Series A Preferred Units; 


 


(7)effect
a Pro Rata repurchase of Common Units; 


 


(8)issue
to holders of Common Units, in their capacity as holders of Common Units, rights, options or warrants entitling them to subscribe
for or purchase Common Units at less than the market value thereof;





 


(9)distribute
to holders of Common Units evidences of indebtedness, Partnership Interests (other than Common Units) or other assets; 





 


(10)consummate
a spin-off, where the Partnership makes a distribution to all holders of Common Units consisting of Units of any class or series,
or similar equity interests of, relating to, a Subsidiary or other business unit;





 


(11)incur
any indebtedness secured by a first lien on all or any portion of the assets of the Partnership Group in excess of $50.0 million;
provided, however, that this limitation shall not apply to the indebtedness of entities, or indebtedness relating to assets, in
each case, that are acquired by any member of the Partnership Group after the Series A Issuance Date and which indebtedness is
in existence at the date of such acquisition; or 





 


(12)modify
any of CAM Mining’s accounting principles or the financial or operational reporting principles of the Central Appalachia
Business Segment, in each case, as used or set forth in the 2015 10-K, except (i) as required by U.S. GAAP, (ii) as required by
the Partnership’s independent registered accounting firm or (iii) to account for a change in Rhino’s methodology for
corporate overhead allocations.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	53	 



    	 		 



    


 


(iii)       Conversion.


 


(A)       Beginning
on the date on which the aggregate Series A Distributions paid in respect of a Series A Preferred Unit equals or exceeds the Initial
Unit Price of the Series A Preferred Unit, the Partnership shall have the option, exercisable at any time during a Series A Conversion
Window, to cause the conversion (the “Series A Conversion”) of all or any portion of the Series A Preferred
Units into Series A Conversion Units at the Series A Conversion Ratio. The Partnership shall not issue fractional Series A Conversion
Units pursuant to this Section 5.12(b)(iii)(A). Any fractional Series A Conversion Unit shall be rounded down to the nearest whole
Series A Conversion Unit and the Partnership shall eliminate any such fractional Series A Conversion Unit by paying the holder
of such fractional Series A Conversion Unit an amount in cash computed by multiplying the fractional Series A Conversion Unit
by the Closing Price on the Trading Day immediately preceding the Series A Conversion Notice Date.


 


(B)       To
convert Series A Preferred Units into Series A Conversion Units pursuant to Section 5.12(b)(iii)(A), the Partnership shall give
written notice (a “Series A Conversion Notice”, and the date such notice is given, a “Series
A Conversion Notice Date”) to each Series A Preferred Unitholder stating that (i) the Partnership elects to force
conversion of the subject Series A Preferred Units pursuant to Section 5.12(b)(iii)(A), (ii) the number of Series A Preferred
Units to be so converted and (iii) the number of Series A Conversion Units that such Series A Preferred Units shall be converted
into using the applicable Series A Conversion Ratio. The Series A Conversion Units shall be issued in the name of the Record Holder
of such Series A Preferred Units.


 


(C)       If,
after the Series A Issuance Date, the Partnership (i) makes a distribution on its Common Units payable in Common Units or another
Partnership Interest, (ii) subdivides or splits its outstanding Common Units into a greater number of Common Units, (iii) combines
or reclassifies its Common Units into a lesser number of Common Units or (iv) issues by reclassification of its Common Units any
Partnership Interests (including any reclassification in connection with a merger, consolidation or business combination in which
the Partnership is the surviving Person), then the Series A Conversion Ratio in effect at the time of the Record Date for such
distribution or the effective date of any such other transaction shall be proportionately adjusted so that the conversion of the
Series A Preferred Units after such time shall entitle each Series A Preferred Unitholder to receive the aggregate number of Common
Units, (or any Partnership Interests into which such Common Units would have been combined consolidated, merged or reclassified,
as applicable) that such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had
been converted into Common Units immediately prior to such Record Date or effective date, as the case may be, and in addition
to the foregoing, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person,
the Partnership shall provide effective provisions to ensure that the provisions in this Section 5.12 relating to the Series A
Preferred Units shall not be materially abridged or amended and that the Series A Preferred Units shall thereafter retain the
same powers, economic rights, preferences and relative participating, optional and other special rights, and the qualifications,
limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An
adjustment made pursuant to this Section 5.12(b)(iii)(C) shall become effective immediately after the record date in the case
of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification
(including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is
the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




    	 	54	 



    	 		 



    


 


If,
in the future, the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests
exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership
Interests that are exercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or
other rights issued pursuant to any Long Term Incentive Plan (herein collectively, “Convertible Securities”),
the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series A Preferred
Units in their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise
any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities
(or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible
Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities
(or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution
protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective
concurrently with the issuance and/or execution of documentation relating to such Convertible Securities, or (ii) retain the antidilution
language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the
proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible
Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior
to such issuance and/or execution).


 


(D)       Notwithstanding
any other provisions of this Section 5.12(b)(iii), no adjustment shall be made to the Series A Conversion Ratio pursuant to Section
5.12(b)(iii)(C) as a result of any of the following:


 


(1)       Any
grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon
the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership
or its Subsidiaries, under compensation plans and agreements approved in good faith by the General Partner (including any long-term
incentive plan); provided that in the case of options, warrants or rights to purchase Common Units, the exercise price per Common
Unit shall not be less than the Closing Price on the date such option, warrant or other right is issued;


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(2)       Any
issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership Group
of assets or equity interests of an unrelated third party in an arm’s length transaction or (ii) the consummation of a merger,
consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common
Units remain outstanding to the extent any such transaction set forth in clause (i) or (ii) of this Section 5.12(b)(iii)(D)(2)
is validly approved by the General Partner; or


 


(3)       The
issuance of Common Units upon conversion of Series A Preferred Units.


 


Notwithstanding
anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment
to the Series A Conversion Ratio under one or more provisions of this Agreement, only one adjustment shall be made to the Series
A Conversion Ratio in respect of such issuance or event.


 


Notwithstanding
anything to the contrary in Section 5.12(b)(iii)(D), unless otherwise determined by the General Partner, no adjustment to the
Series A Conversion Ratio shall be made with respect to any distribution or other transaction described in Section 5.12(b)(iii)(D)
if the Series A Preferred Unitholders participate in such distribution or transaction as if they held a number of Common Units
issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion
Ratio, without converting their Series A Preferred Units.


 


(E)       On
December 31, 2021, each Outstanding Series A Preferred Units will convert into Common Units at the applicable Series A Conversion
Ratio calculated using December 31, 2021 as the Series A Conversion Notice Date.





 


(F)The Partnership
will use reasonable best efforts to cause, at its sole expense, the listing of the Series A Conversion Units on any exchange registered
with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) on which the Common Units
are then listed and trading.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(iv)       Fully
Paid and Non-Assessable. Any Series A Conversion Units delivered pursuant to this Section 5.12 shall be fully paid and non-assessable
Limited Partner Interests in the Partnership, except as such non-assessability may be affected by matters described in Sections
17-607 and 17-804 of the Delaware Act).


 


(v)       Notices.
For the avoidance of doubt, the Partnership shall distribute to the Record Holders of Series A Preferred Units copies of all notices,
materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally
to the Record Holders of Common Units, at such times and by such method as such documents are distributed to such Record Holders
of Common Units.


 


(vi)       Transfer
Agent; Certificates; Restrictive Notations. Unless and until the Board of Directors determines to assign the responsibility
to another Person, the General Partner will act as the transfer agent for the Series A Preferred Units. Each book entry evidencing
a Series A Preferred Unit shall bear the restrictive notation set forth in Section 4.7(e), as well as the following restrictive
notations:


 


THE
SERIES A PREFERRED UNITS (ALSO REFERRED TO AS “THESE SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SERIES A PREFERRED UNITS MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO RHINO
RESOURCE PARTNERS LP THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THIS
SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4.5 AND 4.7 OF, AND ELSEWHERE IN, THE FOURTH AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RHINO RESOURCE PARTNERS LP, AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME,
A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.


 



(vii)Series A Preferred Unit Transfer Restriction. Without the prior written consent of the Partnership, except as
specifically provided in this Agreement, each Series A Preferred Unitholder shall not transfer any Series A Preferred Units to
any non-U.S.resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental
entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might
reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership
of any Series A Preferred Units, regardless of whether any such transaction is to be settled by delivery of Series A Preferred
Units, Common Units or other securities, in cash or otherwise.


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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Article
VI


 


ALLOCATIONS
AND DISTRIBUTIONS


 


Section
6.1Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance
with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below. Allocations made
to Unitholders shall be made solely with respect to the Units held by such Unitholders.


 


(a)       Net
Income. Net Income for each taxable period and all items of income, gain, loss and deduction taken into account in computing
Net Income for such taxable period shall be allocated as follows:


 


(i)       First,
to the General Partner until the aggregate of the Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i)
and the Net Termination Gain allocated to the General Partner pursuant to Section 6.1(c)(i)(A) or Section 6.1(c)(iv)(A) for the
current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to
Section 6.1(b)(iii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to
Section 6.1(c)(ii)(E) or Section 6.1(c)(iii)(C) for the current and all previous taxable periods; and


 


(ii)       The
balance, if any, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders (other than
the Series A Preferred Unitholders), Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x).


 


(b)       Net
Loss. Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net
Loss for such taxable period shall be allocated as follows:


 


(i)       First,
to the General Partner and the Unitholders (other than the Series A Preferred Unitholders), Pro Rata; provided, that Net Losses
shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have
a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance
in its Adjusted Capital Account);


 


(ii)       Second,
to the Series A Preferred Unitholders, to the extent of and in proportion to the positive balances in their Adjusted Capital Accounts;
and


 


(iii)       The
balance, if any, 100% to the General Partner.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(c)       Net
Termination Gains and Losses. Net Termination Gain or Net Termination Loss (including a pro rata part of each item of income,
gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss) for such taxable period
shall be allocated in the manner set forth in this Section 6.1(c). All allocations under this Section 6.1(c) shall be made after
Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions
of Available Cash provided under Section 6.4 and Section 6.5 have been made; provided, however , that solely for purposes of this
Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.


 


(i)       Except
as provided in Section 6.1(c)(iv), Net Termination Gain (including a pro rata part of each item of income, gain, loss, and deduction
taken into account in computing Net Termination Gain) shall be allocated:


 


(A)       First,
to the General Partner until the aggregate of the Net Termination Gain allocated to the General Partner pursuant to this Section
6.1(c)(i)(A) or Section 6.1(c)(iv)(A) and the Net Income allocated to the General Partner pursuant to Section 6.1(a)(i) for the
current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to
Section 6.1(b)(iii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to
Section 6.1(c)(ii)(E) or Section 6.1(c)(iii)(C) for all previous taxable periods;


 


(B)       Second,
to the Series A Preferred Unitholders, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit is equal
to the Initial Unit Price of the Series A Preferred Unit;


 


(C)       Third,
(x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata,
a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each
Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Minimum Quarterly Distribution
for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or Section
6.4(b)(i) with respect to such Common Unit for such Quarter (the amount determined pursuant to this clause (2) is hereinafter
referred to as the “Unpaid MQD”) and (3) any then existing Cumulative Common Unit Arrearage;


 


(D)       Fourth,
if such Net Termination Gain is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated
Unit into a Common Unit, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding
Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital
Account in respect of each Subordinated Unit then Outstanding equals the sum of (1) its Unrecovered Initial Unit Price, determined
for the taxable period (or portion thereof) to which this allocation of gain relates, and (2) the Minimum Quarterly Distribution
for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with respect
to such Subordinated Unit for such Quarter;


 


Rhino
Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(E)       Fifth,
100% to the General Partner and all Unitholders (other than the Series A Preferred Unitholders), Pro Rata, until the Capital Account
in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Unpaid
MQD, (3) any then existing Cumulative Common Unit Arrearage, and (4) the excess of (aa) the First Target Distribution less the
Minimum Quarterly Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount
of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(iv) and Section
6.4(b)(ii) (the sum of (1), (2), (3) and (4) is hereinafter referred to as the “First Liquidation Target Amount”);


 


(F)       Sixth,
(x) to the General Partner in accordance with its Percentage Interest, (y) 13% to the holders of the Incentive Distribution Rights,
Pro Rata, and (z) to all Unitholders (other than the Series A Preferred Unitholders), Pro Rata, a percentage equal to 100% less
the sum of the percentages applicable to subclauses (x) and (y) of this clause (E), until the Capital Account in respect of each
Common Unit then Outstanding is equal to the sum of (1) the First Liquidation Target Amount, and (2) the excess of (aa) the Second
Target Distribution less the First Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative
per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(v)
and Section 6.4(b)(iii) (the sum of (1) and (2) is hereinafter referred to as the “Second Liquidation Target Amount”);


 


(G)       Seventh,
(x) to the General Partner in accordance with its Percentage Interest, (y) 23% to the holders of the Incentive Distribution Rights,
Pro Rata, and (z) to all Unitholders (other than the Series A Preferred Unitholders), Pro Rata, a percentage equal to 100% less
the sum of the percentages applicable to subclauses (x) and (y) of this clause (F), until the Capital Account in respect of each
Common Unit then Outstanding is equal to the sum of (1) the Second Liquidation Target Amount, and (2) the excess of (aa) the Third
Target Distribution less the Second Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative
per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(vi)
and Section 6.4(b)(iv); and


 


(H)       Finally,
(x) to the General Partner in accordance with its Percentage Interest, (y) 48% to the holders of the Incentive Distribution Rights,
Pro Rata, and (z) to all Unitholders (other than the Series A Preferred Unitholders), Pro Rata, a percentage equal to 100% less
the sum of the percentages applicable to subclauses (x) and (y) of this clause (G).


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(ii)       Except
as otherwise provided by Section 6.1(c)(iii) Net Termination Loss (including a pro rata part of each item of income, gain, loss,
and deduction taken into account in computing Net Termination Loss) shall be allocated:


 


(A)       First,
if Subordinated Units remain Outstanding, (x) to the General Partner in accordance with its Percentage Interest and (y) to all
Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less General Partner’s Percentage Interest,
until the Capital Account in respect of each Subordinated Unit then Outstanding has been reduced to zero;


 


(B)       Second,
(x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata,
a percentage equal to 100% less General Partner’s Percentage Interest, until the Capital Account in respect of each Common
Unit then Outstanding has been reduced to zero;


 


(C)       Third,
to the General Partner and the Unitholders (other than the Series A Preferred Unitholders), Pro Rata; provided that Net Termination
Loss shall not be allocated pursuant to this Section 6.1(c)(ii)(C) to the extent such allocation would cause any Unitholder to
have a deficit balance in its Adjusted Capital Account (or increase any existing deficit in its Adjusted Capital Account);


 


(D)       Fourth,
to all Series A Preferred Unitholders, to the extent of and in proportion to the positive balances in their Adjusted Capital Accounts
in respect of their Series A Preferred Units, until the Adjusted Capital Account in respect of each Series A Preferred Unit then
Outstanding has been reduced to zero; and


 


(E)       Fifth,
the balance, if any, 100% to the General Partner.


 


(iii)       Any
Net Termination Loss deemed recognized pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:


 


(A)       First,
to the General Partner and the Unitholders (other than the Series A Preferred Unitholders), Pro Rata; provided that Net Termination
Loss shall not be allocated pursuant to this Section 6.1(c)(iii)(A) to the extent such allocation would cause any Unitholder to
have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit in
its Adjusted Capital Account);


 


(B)       Second,
to all Series A Preferred Unitholders, to the extent of and in proportion to the positive balances in their Adjusted Capital Accounts
in respect of their Series A Preferred Units, until the Adjusted Capital Account in respect of each Series A Preferred Unit then
Outstanding has been reduced to zero; and


 


(C)       The
balance, if any, to the General Partner.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(iv)       If
a Net Termination Loss has been allocated pursuant to Section 6.1(c)(iii), subsequent Net Termination Gain is deemed recognized
pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:


 


(A)       First,
to the General Partner until the aggregate Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(iv)(A)
is equal to the aggregate Net Termination Loss previously allocated pursuant to Section 6.1(c)(iii)(C);


 


(B)       Second,
to the General Partner and the Unitholders (other than the Series A Preferred Unitholders), Pro Rata, until the aggregate Net
Termination Gain allocated pursuant to this Section 6.1(c)(iv)(B) is equal to the aggregate Net Termination Loss previously allocated
pursuant to Section 6.1(c)(iii)(A); and


 


(C)       The
balance, if any, pursuant to the provisions of Section 6.1(c)(i).


 


(d)       Special
Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for
such taxable period:


 


(i)       Partnership
Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum
Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period
(and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2)
and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account
balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application
of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant
to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain
chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.


 


(ii)       Chargeback
of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)),
except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum
Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning
of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent
periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor
provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and
the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant
to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii),
with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and
gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(iii)       Priority
Allocations.


 


(A)       If
the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section
12.4 or with respect to Series A Preferred Units) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of
property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution”
and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”),
then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the
Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant
to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess
Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution
in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s
Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s
Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above
with respect to such Excess Distribution.


 


(B)       After
the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the
taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate
amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the
current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made
to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period;
and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x)
the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times
(bb) the sum of the amounts allocated in clause (1) above.


 


(iv)       Qualified
Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership gross income
and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required
by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital
Account created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant
to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted
Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this
Section 6.1(d)(iv) were not in this Agreement.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(v)       Gross
Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess
of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount
such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner
shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided,
that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit
balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively
made as if Section 6.1(d)(iv) and this Section 6.1(d)(v) were not in this Agreement.


 


(vi)       Nonrecourse
Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner
determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor
requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon
notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.


 


(vii)       Partner
Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears
the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect
to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such
Partners in accordance with the ratios in which they share such Economic Risk of Loss.


 


(viii)       Nonrecourse
Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the
Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in
Gain shall be allocated among the Partners Pro Rata.


 


(ix)       Code
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b)
or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining
Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially
allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant
to such Section of the Treasury Regulations.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(x)       Economic
Uniformity; Changes in Law.


 


(A)       At
the election of the General Partner with respect to any taxable period ending upon, or after, the termination of the Subordination
Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into
account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are
Outstanding as of the termination of the Subordination Period (“Final Subordinated Units”) in the proportion
of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then Outstanding,
until each such Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with
respect to such Final Subordinated Units to an amount that after taking into account the other allocations of income, gain, loss
and deduction to be made with respect to such taxable period will equal the product of (A) the number of Final Subordinated Units
held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity
between the Capital Accounts underlying Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons
other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common
Units. This allocation method for establishing such economic uniformity will be available to the General Partner only if the method
for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated
Units pursuant to Section 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units.


 


(B)       With
respect to an event triggering an adjustment to the Carrying Value of Partnership property pursuant to Section 5.5(d) during any
taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units pursuant to Section 5.11, after
the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a
manner that to the nearest extent possible results in the Capital Accounts maintained with respect to such IDR Reset Common Units
issued pursuant to Section 5.11 equaling the product of (A) the Aggregate Quantity of IDR Reset Common Units and (B) the Per Unit
Capital Amount for an Initial Common Unit.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(C)       With
respect to any taxable period during which an IDR Reset Unit is transferred to any Person who is not an Affiliate of the transferor,
all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to
the transferor Partner of such transferred IDR Reset Unit until such transferor Partner has been allocated an amount of gross
income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Unit to an amount equal
to the Per Unit Capital Amount for an Initial Common Unit.


 


(D)       For
the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class
or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of
depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized
Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation
of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity
of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such
allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(D) only if such conventions, allocations
or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner
Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704
of the Code.


 


(xi)       Allocations
with Respect to Series A Preferred Units. Notwithstanding any other provision of this Section 6.1 (other than the Required
Allocations):


 


(A)       Items
of Partnership gross income shall be allocated to the Series A Preferred Unitholders, Pro Rata, until the aggregate amount of
gross income allocated to each Series A Preferred Unitholder pursuant hereto for the current taxable period and all previous taxable
periods is equal to the cumulative amount of all cash distributions made with respect to such Series A Preferred Unit pursuant
to Section 5.12(b)(i) from the date such Series A Preferred Unit was issued to a date 45 days after the end of the current taxable
year.


 


(B)       Items
of Partnership gross income shall be allocated to the Series A Preferred Unitholders, Pro Rata, until the aggregate amount of
gross income allocated to each Series A Preferred Unitholder pursuant hereto for the current taxable period and all previous taxable
periods is equal to the cumulative amount of all Net Losses allocated to such Series A Preferred Unitholder pursuant to Section
6.1(b)(ii) for all previous taxable years.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(C)       If
(A) prior to the conversion of the last Outstanding Series A Preferred Unit the Liquidation Date occurs and (B) after having made
all other allocations provided for in this Section 6.1 for the taxable period in which the Liquidation Date occurs, the Per Unit
Capital Amount of each Series A Preferred Unit does not equal or exceed the Series A Liquidiation Value of the Series A Preferred
Unit, then items of gross income, gain, loss and deduction for such taxable period shall be allocated among the Partners in a
manner determined appropriate by the General Partner so as to cause, to the maximum extent possible, the Per Unit Capital Amount
in respect of each Series A Preferred Unit to equal the Series A Liquidiation Value of the Series A Preferred Unit (and no other
allocation pursuant to this Agreement shall reverse the effect of such allocation). For the avoidance of doubt, the reallocation
of items set forth in the immediately preceding sentence provides that, to the extent necessary to achievethe Per Unit Capital
Amount balances described above, items of gross income and gain that would otherwise be included in Net Income or Net Loss, as
the case may be, for the taxable period in which the Liquidation Date occurs, shall be reallocated from the Unitholders holding
Units to Series A Preferred Unitholders. If (i) the Liquidation Date occurs on or before the date (not including any extension
of time) prescribed by law for the filing of the Partnership’s federal income tax return for the taxable period immediately
prior to the taxable period in which the Liquidation Date occurs and (ii) the reallocation of items for the taxable period in
which the Liquidation Date occurs as set forth above in this Section 6.1(d)(xi)(C) fails to achieve the Per Unit Capital Amounts
described above, then items of gross income, gain, loss and deduction for such prior taxable period shall be reallocated among
all Partners in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant
to this Section 6.1(d)(xi)(C), cause the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series
A Liquidiation Value of the Series A Preferred Unit.


 


(xii)       Curative
Allocation.


 


(A)       Notwithstanding
any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account
in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction
allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net
amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations
and the related Curative Allocation not otherwise been provided in this Section 6.1. In exercising its discretion under this Section
6.1(d)(xii)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely
to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(d)(xii)(A) shall only be made with
respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent
with the economic agreement among the Partners.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(B)       The
General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xii)(A) in whatever order
is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide
all allocations pursuant to Section 6.1(d)(xii)(A) among the Partners in a manner that is likely to minimize such economic distortions.


 


(xiii)       Exercise
of Noncompensatory Options. In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s) and as provided in Section 5.5(d)(i),
immediately after the conversion of a Limited Partner Interest into Common Units (each such Common Unit a “Conversion
Unit”) upon the exercise of a Noncompensatory Option, the Carrying Value of each Partnership property shall be adjusted
to reflect its fair market value immediately after such conversion and any resulting Unrealized Gain (if the Capital Account of
each such Conversion Unit is less than the Per Unit Capital Account for a then Outstanding Initial Common Unit) or Unrealized
Loss (if the Capital Account of each such Conversion Unit is greater than the Per Unit Capital Account for a then Outstanding
Initial Common Unit) will be allocated to each Partner holding Conversion Units in proportion to and to the extent of the amount
necessary to cause the Capital Account of each such Conversion Unit to equal the Per Unit Capital Amount for a then Outstanding
Initial Common Unit. Any remaining Unrealized Gain or Unrealized Loss will be allocated to the Partners pursuant to Section 6.1(c)
and Section 6.1(d).


 


(xiv)       Corrective
and Other Allocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any
recognition of a Net Termination Loss, the following rules shall apply:


 


(A)       Except
as provided in Section 6.1(d)(xiv)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an
allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof), the General Partner shall allocate such Additional
Book Basis Derivative Items to (1) the holders of Incentive Distribution Rights and the General Partner to the same extent that
the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to them pursuant
to Section 5.5(d) and (2) all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss giving rise to
such Additional Book Basis Derivative Items was allocated to any Unitholders pursuant to Section 5.5(d).


 


(B)       In
the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized
Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof)
as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed
of Adjusted Property”), the General Partner shall allocate (1) additional items of gross income and gain (aa) away
from the holders of Incentive Distribution Rights and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa)
away from the Unitholders and (bb) to the holders of Incentive Distribution Rights, to the extent that the Additional Book Basis
Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such
Disposed of Adjusted Property. Any allocation made pursuant to this Section 6.1(d)(xiv)(B) shall be made after all of the other
Agreed Allocations have been made as if this Section 6.1(d)(xiv) were not in this Agreement and, to the extent necessary, shall
require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(C)       In
the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition
of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net
Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital
Accounts of the Partners (other than with respect to their Series A Preferred Units) will equal the amount that would have been
the Capital Account balances of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess
of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.


 


(D)       For
purposes of this Section 6.1(d)(xiv), the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items
to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been
allocated to the Unitholders under this Agreement. In making the allocations required under this Section 6.1(d)(xiv), the General
Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xiv).
Without limiting the foregoing, if an Adjusted Property is contributed by the Partnership to another entity classified as a partnership
for federal income tax purposes (the “lower tier partnership”), the General Partner may make allocations similar to
those described in Sections 6.1(d)(xiv)(A)–(C) to the extent the General Partner determines such allocations are necessary
to account for the Partnership’s allocable share of income, gain, loss and deduction of the lower tier partnership that
relate to the contributed Adjusted Property in a manner that is consistent with the purpose of this Section 6.1(d)(xiv).


 


(xv)       Special
Curative Allocation in Event of Liquidation Prior to End of Subordination Period. Notwithstanding any other provision of this
Section 6.1 (other than the Required Allocations), if the Liquidation Date occurs prior to the conversion of the last Outstanding
Subordinated Unit, then items of income, gain, loss and deduction for the taxable period that includes the Liquidation Date (and,
if necessary, items arising in previous taxable periods to the extent the General Partner determines such items may be so allocated),
shall be specially allocated among the Partners (other than with respect to their Series A Preferred Units) in the manner determined
appropriate by the General Partner so as to cause, to the maximum extent possible, the Capital Account in respect of each Common
Unit to equal the amount such Capital Account would have been if all prior allocations of Net Termination Gain and Net Termination
Loss had been made pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii), as applicable.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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Section
6.2Allocations for Tax Purposes


 


(a)       Except
as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated
pursuant to Section 6.1.


 


(b)       In
an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain,
loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners
in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c)
of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under
Section 6.1(d)(x)(D)); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d)
in all events.


 


(c)       The
General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable
to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined
rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such
property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations
thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt
depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would
receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest
in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner
may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of
any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or
the Record Holders of any class or classes of Limited Partner Interests.


 


(d)       In
accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or
other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations
of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such
Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment
of such gains as Recapture Income.


 


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Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership


 




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(e)       All
items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated
to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754
of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted
(in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734
and 743 of the Code.


 


(f)       Each
item of Partnership income, gain, loss and deduction shall, for federal income tax purposes, be determined for each taxable period
and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange or
over-the-counter market on which the Partnership Interests are listed or admitted to trading on the first Business Day of each
month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which
the Over-Allotment Option is exercised in full or the expiration of the Over-Allotment Option occurs shall be allocated to the
Partners as of the opening of the National Securities Exchange or over-the-counter market on which the Partnership Interests are
listed or admitted to trading on the first Business Day of the next succeeding month; and provided, further, that gain or loss
on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction
as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange
or over-the-counter market on which the Partnership Interests are listed or admitted to trading on the first Business Day of the
month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify
such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated
thereunder.


 


(g)       Allocations
that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial
owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner
to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.


 


(h)       If,
as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section
1.704-1(b)(2)(iv)(s)(3), the General Partner shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).
In the event such corrective allocations are necessary, the Series A Preferred Unitholders agree to remain a partner of the Partnership
until such allocations are completed, and the General Partner agrees to make such allocations as soon as practicable, even if
such allocations are not consistent with Section 706 of the Code and any Treasury Regulations thereunder.


 


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Section
6.3Requirement and Characterization of Distributions; Distributions to Record Holders


 


(a)       Subject
to Section 5.12(b)(i), within 45 days following the end of each Quarter commencing with the Quarter ending on December 31, 2010,
an amount equal to 100% of Available Cash with respect to such Quarter shall be distributed in accordance with Section 5.12 and
this Article VI by the Partnership to Partners as of the Record Date selected by the General Partner. All amounts of Available
Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts
of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus
from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed
by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.”
All distributions required to be made under this Agreement shall be made subject to Sections 17-607 and 17-804 of the Delaware
Act.


 


(b)       Notwithstanding
Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all cash received during or after the Quarter
in which the Liquidation Date occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance
with, and subject to the terms and conditions of, Section 12.4.


 


(c)       Each
distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or
through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution.
Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless
of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.


 


Section
6.4Distributions of Available Cash from Operating Surplus


 


(a)       During
Subordination Period. Subject to Section 5.12(b)(i), Available Cash with respect to any Quarter within the Subordination Period
that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.3 or 6.5 shall be distributed as follows, except
as otherwise contemplated by Section 5.6(b) in respect of other Partnership Interests issued pursuant thereto:


 


(i)       First,
(x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata,
a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of
each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;


 


(ii)       Second,
(x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata,
a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of
each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;


 


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(iii)       Third,
(x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro
Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect
of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;


 


(iv)       Fourth,
to the General Partner and all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding
an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;


 


(v)       Fifth,
(A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the
excess of the Second Target Distribution over the First Target Distribution for such Quarter;


 


(vi)       Sixth,
(A) to the General Partner in accordance with its Percentage Interest, (B) 23% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (vi), until there has been distributed in respect of each Unit then Outstanding an amount equal to
the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and


 


(vii)       Thereafter,
(A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (vii);


 


provided,
however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third
Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available
Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(vii).


 


(b)       After
Subordination Period. Subject to Section 5.12(b)(i), Available Cash with respect to any Quarter after the Subordination Period
that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows,
except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto:


 


(i)       First,
100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding
an amount equal to the Minimum Quarterly Distribution for such Quarter;


 


(ii)       Second,
100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding
an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;


 


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(iii)       Third,
(A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (iii), until there has been distributed in respect of each Unit then Outstanding an amount equal to
the excess of the Second Target Distribution over the First Target Distribution for such Quarter;


 


(iv)       Fourth,
(A) to the General Partner in accordance with its Percentage Interest; (B) 23% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (iv), until there has been distributed in respect of each Unit then Outstanding an amount equal to
the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and


 


(v)       Thereafter,
(A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights,
Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses
(A) and (B) of this clause (v);


 


provided,
however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third
Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available
Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).


 


Section
6.5Distributions of Available Cash from Capital Surplus.


 


Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless
the provisions of Section 6.3 require otherwise, 100% to the General Partner and the Unitholders, Pro Rata, until the Minimum
Quarterly Distribution has been reduced to zero pursuant to the second sentence of Section 6.6(a). Available Cash that is deemed
to be Capital Surplus shall then be distributed (a) to the General Partner in accordance with its Percentage Interest and (b)
to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest,
until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit
Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance
with Section 6.4.


 


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Section
6.6Adjustment of Minimum Quarterly Distribution and Target Distribution Levels


 


(a)       The
Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit
Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination
or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Interests in accordance
with Section 5.9. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be
reduced in the same proportion that the distribution had to the fair market value of the Common Units immediately prior to the
announcement of the distribution. If the Common Units are publicly traded on a National Securities Exchange, the fair market value
will be the Current Market Price before the ex-dividend date. If the Common Units are not publicly traded on a National Securities
Exchange, the fair market value will be determined by the Board of Directors.


 


(b)       The
Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also
be subject to adjustment pursuant to Section 5.11 and Section 6.9.


 


Section
6.7Special Provisions Relating to the Holders of Subordinated Units.








 


(a)       Except
with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding
Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect
to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common
Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section
5.7, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common
Units hereunder with respect to such converted Subordinated Units, including the right to vote as a Common Unitholder and the
right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided,
however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x), 6.7(b)
and 6.7(c).


 


(b)       A
Unitholder shall not be permitted to transfer a Subordinated Unit or a Subordinated Unit that has converted into a Common Unit
pursuant to Section 5.7 (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s
Capital Account with respect to the retained Subordinated Units or retained converted Subordinated Units would be negative after
giving effect to the allocation under Section 5.5(c)(ii)(B).


 


(c)       The
Unitholder holding a Common Unit that has resulted from the conversion of a Subordinated Unit pursuant to Section 5.7 shall not
be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not
be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner
determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic
and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics
of an Initial Common Unit. In connection with the condition imposed by this Section 6.7(c), the General Partner may take whatever
steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including
the application of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b); provided, however, that no such steps may be taken that would
have a material adverse effect on the Unitholders holding Common Units.


 


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Section
6.8Special Provisions Relating to the Holders of Incentive Distribution Rights.


 



Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall
(i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and
Article VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and
(b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except
as provided by law, (ii) be entitled to any distributions other than as provided in Sections 6.4 and 12.4 or (iii) be allocated
items of income, gain, loss or deduction other than as specified in this Article VI.


 


Section
6.9Entity-Level Taxation.


 


If
legislation is enacted or the official interpretation of existing legislation is modified by a governmental authority, which after
giving effect to such enactment or modification, results in a Group Member becoming subject to federal, state or local or non-U.S.
income or withholding taxes in excess of the amount of such taxes due from the Group Member prior to such enactment or modification
(including, for the avoidance of doubt, any increase in the rate of such taxation applicable to the Group Member), then the General
Partner may, in its sole discretion, reduce the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution
and Third Target Distribution by the amount of income or withholding taxes that are payable by reason of any such new legislation
or interpretation (the “Incremental Income Taxes”), or any portion thereof selected by the General Partner,
in the manner provided in this Section 6.9. If the General Partner elects to reduce the Minimum Quarterly Distribution, First
Target Distribution, Second Target Distribution and Third Target Distribution for any Quarter with respect to all or a portion
of any Incremental Income Taxes, the General Partner shall estimate for such Quarter the Partnership Group’s aggregate liability
(the “Estimated Incremental Quarterly Tax Amount”) for all (or the relevant portion of) such Incremental
Income Taxes; provided that any difference between such estimate and the actual liability for Incremental Income Taxes (or the
relevant portion thereof) for such Quarter may, to the extent determined by the General Partner, be taken into account in determining
the Estimated Incremental Quarterly Tax Amount with respect to each Quarter in which any such difference can be determined. For
each such Quarter, the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target
Distribution, shall be the product obtained by multiplying (a) the amounts therefor that are set out herein prior to the application
of this Section 6.9 times (b) the quotient obtained by dividing (i) Available Cash with respect to such Quarter by (ii) the sum
of Available Cash with respect to such Quarter and the Estimated Incremental Quarterly Tax Amount for such Quarter, as determined
by the General Partner. For purposes of the foregoing, Available Cash with respect to a Quarter will be deemed reduced by the
Estimated Incremental Quarterly Tax Amount for that Quarter.


 


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Article
VII


 


MANAGEMENT
AND OPERATION OF BUSINESS


 


Section
7.1Management


 


(a)       The
General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in
this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General
Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition
to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to
the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full
power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business
of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including
the following:


 


(i)       the
making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into
Partnership Interests (subject to Section 5.12(b)(i) with respect to Series A Senior Securities and Series A Parity Securities),
and the incurring of any other obligations;


 


(ii)       the
making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;


 


(iii)       the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership
or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii)
being subject, however, to any prior approval that may be required by Section 7.3 or Article XIV);


 


(iv)       the
use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including
the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other
Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital
contributions to any Group Member;


 


(v)       the
negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the
liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party
to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even
if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);


 


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(vi)       the
distribution of Partnership cash;


 


(vii)       the
selection, employment, retention and dismissal of employees (including employees having titles such as “president,”
“vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants,
consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other
terms of employment or hiring;


 


(viii)       the
maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;


 


(ix)       the
formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited
or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition
of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth
in Section 2.4;


 


(x)       the
control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions
at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense
and the settlement of claims and litigation;


 


(xi)       the
indemnification of any Person against liabilities and contingencies to the extent permitted by law;


 


(xii)       the
entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner
Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required
under Section 4.7);


 


(xiii)       the
purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of options, rights, warrants and
appreciation rights relating to Partnership Interests;


 


(xiv)       the
undertaking of any action in connection with the Partnership’s participation in any Group Member; and


 


(xv)       the
entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its
duties as General Partner of the Partnership.


 


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(b)       Notwithstanding
any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation,
each of the Partners and each other Person who may acquire an interest in Partnership Interests or is otherwise bound by this
Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement,
the Underwriting Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Registration
Statement that are related to the transactions contemplated by the Registration Statement (in each case other than this Agreement,
without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner
(on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause
(i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration
Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may
acquire an interest in Partnership Interests or is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery
or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized
or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the
rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner
may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any
duty existing at law, in equity or otherwise.


 


Section
7.2Certificate of Limited Partnership. The General Partner has caused the Certificate of Limited Partnership to be
filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all
reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary
or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which
the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to
do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General
Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under
the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject
to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of
the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.


 


Section
7.3Restrictions on the General Partner’s Authority. Except as provided in Article XII and Article XIV,
the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group,
taken as a whole, in a single transaction or a series of related transactions without the approval of holders of a Unit Majority;
provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge,
hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply
to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon,
any such encumbrance.


 


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Resource Partners LP

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Section
7.4Reimbursement of the General Partner.


 


(a)       Except
as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services
as a general partner or managing member of any Group Member.


 


(b)       The
General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all
direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive
compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform
services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii)
all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating
the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner
shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this
Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section
7.7.


 


(c)       The
General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose
and adopt on behalf of the Partnership benefit plans, programs and practices (including plans, programs and practices involving
the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking
interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant
to, any benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates, in each case
for the benefit of employees and directors of the General Partner or any of its Affiliates, in respect of services performed,
directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner
or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any
employees and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in
connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership
Interests purchased by the General Partner or such Affiliates, from the Partnership, to fulfill options or awards under such plans,
programs and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner
under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute
obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section
11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant
to Section 4.6.


 


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(d)       The
General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to
allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross
margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds
the amount of such fee or fees.


 


Section
7.5Outside Activities.


 


(a)       The
General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act
as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability
company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary
or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity
or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing
member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement, (B) the acquiring,
owning or disposing of debt securities or equity interests in any Group Member or (C) the guarantee of, and mortgage, pledge,
or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner.


 


(b)       Each
Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description
and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description,
whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including
business interests and activities in direct competition with the business and activities of any Group Member, and none of the
same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to any Group Member
or any Partner. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement,
any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Unrestricted Person.


 


(c)       Subject
to the terms of Sections 7.5(a) and (b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging
in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this
Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary
duty or any other obligation of any type whatsoever of the General Partner or any other Unrestricted Person for the Unrestricted
Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion
of the Partnership and (iii) the Unrestricted Persons shall have no obligation hereunder or as a result of any duty otherwise
existing at law, in equity or otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the
contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted
Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential
transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate
or offer such opportunity to the Partnership, and such Unrestricted Person (including the General Partner) shall not be liable
to the Partnership, to any Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact
that such Unrestricted Person (including the General Partner) pursues or acquires for itself, directs such opportunity to another
Person or does not communicate such opportunity or information to the Partnership; provided such Unrestricted Person does not
engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of
the Partnership to such Unrestricted Person.


 


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(d)       The
General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the
Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating
to all Units and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section
7.5(d) with respect to the General Partner shall not include any Group Member.


 


(e)       Notwithstanding
anything to the contrary in this Agreement, (i) to the extent that any provision of this Agreement purports or is interpreted
to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other applicable law,
be owed by the General Partner to the Partnership and the Limited Partners, or to constitute a waiver or consent by the Limited
Partners to any such restriction, such provisions shall be deemed to have been approved by the Partners and (ii) nothing in this
Agreement shall limit or otherwise affect any separate contractual obligations outside of this Agreement of any Person (including
any Unrestricted Person) to the Partnership or any of its Affiliates.


 


Section
7.6Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.


 


(a)       The
General Partner or any of its Affiliates may, but shall be under no obligation to, lend to any Group Member, and any Group Member
may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of
time and in such amounts as the General Partner may determine; provided, however , that in any such case the lending party may
not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms
less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable
loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees),
all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any
additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this
Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled
by the Group Member.


 


(b)       The
Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and
conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other
than another Group Member).


 


(c)       No
borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty
hereunder or otherwise existing at law, in equity or otherwise, of the General Partner or its Affiliates to the Partnership or
the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable
distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General
Partner’s Percentage Interest of the total amount distributed to all Partners or (ii) hasten the expiration of the Subordination
Period or the conversion of any Subordinated Units into Common Units.


 


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Section
7.7Indemnification.


 


(a)       To
the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall
be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising
from any and all threatened pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened
to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity;
provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a
final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for
which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud,
willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.
Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan
any monies or property to the Partnership to enable it to effectuate such indemnification.


 


(b)       To
the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by
the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in
respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not
entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such
amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section
7.7.


 


(c)       The
indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under
any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or
otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including
any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.


 


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(d)       The
Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf
of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that
may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities
or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to
indemnify such Person against such liability under the provisions of this Agreement.


 


(e)       For
purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services
by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee
benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action
taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed
by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is
in the best interests of the Partnership.


 


(f)       In
no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set
forth in this Agreement.


 


(g)       An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of
this Agreement.


 


(h)       The
provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators
and shall not be deemed to create any rights for the benefit of any other Persons.


 


(i)       No
amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership
to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior
to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in
part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


Section
7.8Liability of Indemnitees.


 


(a)       Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities
incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered
by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith
or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was criminal.


 


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(b)       Subject
to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers
granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents,
and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the
General Partner in good faith.


 


(c)       To
the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to
the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s
business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of
this Agreement.


 


(d)       Any
amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way
affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


Section
7.9Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.


 


(a)       Unless
otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists
or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any
Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict
of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any
Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if
the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved
by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii)
on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties
or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall
be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval or Unitholder
approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special
Approval or Unitholder approval. If Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts
Committee acted in good faith, and if neither Special Approval nor Unitholder approval is sought and the Board of Directors determines
that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth
in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith,
and in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or
the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming
such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity,
the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall
not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.


 


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(b)       Whenever
the General Partner, or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or
takes or declines to take any other action, or any of its Affiliates causes the General Partner to do so, in its capacity as the
general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement
or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement,
the General Partner, such committee or such Affiliates causing the General Partner to do so, shall make such determination or
take or decline to take such other action in good faith and shall not be subject to any other or different standards (including
fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the
Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good
faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such
other action must believe that the determination or other action is in the best interests of the Partnership.


 


(c)       Whenever
the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to
do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this
Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such
Affiliates causing it to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or
decline to take such other action free of any duty (including any fiduciary duty) or obligation whatsoever to the Partnership,
any Limited Partner and any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do
so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed
by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other
law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrases, “at the option
of the General Partner,” “in its sole discretion” or some variation of those phrases, are used in this Agreement,
it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner
votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting
in its individual capacity.


 


(d)       The
General Partner’s organizational documents may provide that determinations to take or decline to take any action in its
individual, rather than representative, capacity may or shall be determined by its members, if the General Partner is a limited
liability company, stockholders, if the General Partner is a corporation, or the members or stockholders of the General Partner’s
general partner, if the General Partner is a partnership.


 


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(e)       Notwithstanding
anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or
implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business
or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided
in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any
of its Affiliates to enter into such contracts shall be in its sole discretion.


 


(f)       Except
as expressly set forth in this Agreement or the Delaware Act, neither the General Partner nor any other Indemnitee shall have
any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement,
to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the
General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other
duties and liabilities of the General Partner or such other Indemnitee.


 


(g)       The
Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve
of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the
General Partner pursuant to this Section 7.9.


 


Section
7.10Other Matters Concerning the General Partner


 


(a)       The
General Partner may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


 


(b)       The
General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other
consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including
an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s
professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance
with such advice or opinion.


 


(c)       The
General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly
authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership.


 


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Section
7.11Purchase or Sale of Partnership Interests. The General Partner may cause the Partnership to purchase or
otherwise acquire Partnership Interests; provided that, except as permitted pursuant to Section 4.9, the General Partner may not
cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Interests are held
by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided
herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise
dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.


 


Section
7.12Registration Rights of the General Partner and its Affiliates.


 


(a)       If
(i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that
is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General
Partner) holds Partnership Interests that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or
regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Interests
(the “Holder”) to dispose of the number of Partnership Interests it desires to sell at the time it desires
to do so without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership
shall file with the Commission as promptly as practicable after receiving such request, and use all commercially reasonable efforts
to cause to become effective and remain effective for a period of not less than six months following its effective date or such
shorter period as shall terminate when all Partnership Interests covered by such registration statement have been sold, a registration
statement under the Securities Act registering the offering and sale of the number of Partnership Interests specified by the Holder;
provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section
7.12(a); and provided further, however, that if the Conflicts Committee determines that a postponement of the requested registration
would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event,
the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter.
In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall (i) promptly prepare
and file (A) such documents as may be necessary to register or qualify the securities subject to such registration under the securities
laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in
any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation
or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result
of such registration, and (B) such documents as may be necessary to apply for listing or to list the Partnership Interests subject
to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and all other
acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership Interests
in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than
the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 


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(b)       If
the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of Partnership
Interests for cash (other than an offering relating solely to a benefit plan), the Partnership shall use all commercially reasonable
efforts to include such number or amount of Partnership Interests held by any Holder in such registration statement as the Holder
shall request; provided, that the Partnership is not required to make any effort or take any action to so include the Partnership
Interests of the Holder once the registration statement becomes or is declared effective by the Commission, including any registration
statement providing for the offering from time to time of Partnership Interests pursuant to Rule 415 of the Securities Act. If
the proposed offering pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the event that the managing
underwriter or managing underwriters of such offering advise the Partnership and the Holder in writing that in their opinion the
inclusion of all or some of the Holder’s Partnership Interests would adversely and materially affect the timing or success
of the offering, the Partnership shall include in such offering only that number or amount, if any, of Partnership Interests held
by the Holder that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially
affect the offering. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other
than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 


(c)       If
underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide indemnification,
representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to
such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7, the
Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors and
each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified
Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims,
demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person
may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (hereinafter
referred to in this Section 7.12(c) as a “claim” and in the plural as “claims”) based upon, arising out
of or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement
under which any Partnership Interests were registered under the Securities Act or any state securities or Blue Sky laws, in any
preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus
or free writing prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to
keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided,
however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of,
is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance
upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically
for use in the preparation thereof.


 


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(d)       The
provisions of Section 7.12(a) and Section 7.12(b) shall continue to be applicable with respect to the General Partner (and any
of the General Partner’s Affiliates) after it ceases to be a general partner of the Partnership, during a period of two
years subsequent to the effective date of such cessation and for so long thereafter as is required for the Holder to sell all
of the Partnership Interests with respect to which it has requested during such two-year period inclusion in a registration statement
otherwise filed or that a registration statement be filed; provided, however, that the Partnership shall not be required
to file successive registration statements covering the same Partnership Interests for which registration was demanded during
such two-year period. The provisions of Section 7.12(c) shall continue in effect thereafter.


 


(e)       The
rights to cause the Partnership to register Partnership Interests pursuant to this Section 7.12 may be assigned (but only with
all related obligations) by a Holder to a transferee or assignee of such Partnership Interests, provided (i) the Partnership is,
within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee
and the Partnership Interests with respect to which such registration rights are being assigned; and (ii) such transferee or assignee
agrees in writing to be bound by and subject to the terms set forth in this Section 7.12.


 


(f)       Any
request to register Partnership Interests pursuant to this Section 7.12 shall (i) specify the Partnership Interests intended to
be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer such Partnership
Interests for distribution, (iii) describe the nature or method of the proposed offer and sale of Partnership Interests, and (iv)
contain the undertaking of such Person to provide all such information and materials and take all action as may be required in
order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Partnership
Interests.


 


Section
7.13Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing
with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by
the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise
use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership,
and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole
party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law,
any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of
the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General
Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied
with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives.
Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives
shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the
execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person
executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf
of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms
and provisions of this Agreement and is binding upon the Partnership.


 


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Article
VIII


 


BOOKS,
RECORDS, ACCOUNTING AND REPORTS


 


Section
8.1Records and Accounting The General Partner shall keep or cause to be kept at the principal office of the Partnership
appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide
to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by
or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or
other Partnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer
disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books
and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the
Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership
shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based
measures, including Operating Surplus and Adjusted Operating Surplus, by making such adjustments to its accrual basis books to
account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate.


 


Section
8.2Fiscal Year . The fiscal year of the Partnership shall be a fiscal year ending December 31.


 


Section
8.3Reports.


 


(a)       As
soon as practicable, but in no event later than 90 days after the close of each fiscal year of the Partnership, the General Partner
shall cause to be mailed or made available, by any reasonable means, to each Record Holder of a Unit as of a date selected by
the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership,
presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows,
such statements to be audited by a firm of independent public accountants selected by the General Partner.


 


(b)       As
soon as practicable, but in no event later than 45 days after the close of each Quarter except the last Quarter of each fiscal
year, the General Partner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit,
as of a date selected by the General Partner, a report containing unaudited financial statements of the Partnership and such other
information as may be required by applicable law, regulation or rule of any National Securities Exchange or over-the-counter market
on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.


 


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(c)       The
General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has
either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report
is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Partnership.


 


Article
IX


 


TAX
MATTERS


 


Section
9.1Tax Returns and Information. The Partnership shall timely file all returns of the Partnership that are required
for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or years that it is
required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to
use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable
period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal
and state income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close
of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of
income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.


 


Section
9.2Tax Elections.


 


(a)       The
Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject
to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation
is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing
the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention
whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the
Limited Partner Interests on any National Securities Exchange or over-the-counter market on which such Limited Partner Interests
are listed or admitted to trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f)
without regard to the actual price paid by such transferee.


 


(b)       Except
as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted
by the Code.


 


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Section
9.3Tax Controversies. Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner
(as defined in the Section 6231(a)(7) of the Code as in effect prior to the enactment of the Bipartisan Budget Act of 2015), and
the “partnership representative” (as defined in Section 6223 of the Code following the enactment of the Bipartisan
Budget Act of 2015) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection
with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings,
and to expend Partnership funds for professional services and costs associated therewith. In its capacity as “partnership
representative,” the General Partner shall exercise any and all authority of the “partnership representative”
under the Code, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii)
determining whether to make any available election under Section 6226 of the Code. Each Partner agrees to cooperate with the General
Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.
Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made
by the General Partner if the Partnership has either (a) filed the information for which notice is required with the Commission
via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such system or
(b) made the information for which notice is required available on any publicly available website maintained by the Partnership,
whether or not such Partner remains a Partner in the Partnership at the time such information is made publicly available. The
General Partner may amend the provisions of this Agreement as determined appropriate in order to minimize the potential U.S. federal
and state or local income tax consequences to current and former Limited Partners, and for the proper administration of the Partnership,
upon any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle A of the Code, as enacted by the Bipartisan Budget
Act of 2015, or the promulgation of regulations or publication of other administrative guidance thereunder.


 


Section
9.4Withholding; Tax Payments.


 


(a)       The
General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution
of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the
General Partner


 


(b)       Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the
Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal,
state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is
required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of
income to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as
a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.


 


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Article
X


 


ADMISSION
OF PARTNERS


 


Section
10.1Admission of Limited Partners.


 


(a)       Upon
the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner,
the Organizational Limited Partner and the Underwriters as described in Article V in connection with the Initial Offering, such
parties were automatically admitted to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated
Units or Incentive Distribution Rights issued to them.


 


(b)       By
acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner
Interests issued pursuant to Article V or pursuant to a merger or consolidation or conversion pursuant to Article XIV, and except
as provided in Section 4.8, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee
holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be
admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such
Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes
the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed
to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and
authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement,
all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission
of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record
Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited
Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership
as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall
be determined in accordance with Section 4.8.


 


(c)       The
name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such
purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from
time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).
A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1.


 


(d)       Any
transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions,
to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor
was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(b).


 


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Section
10.2Admission of Substituted Limited Partners. By transfer of a Limited Partner Interest in accordance with
Article IV, the transferor shall have given the transferee the right to seek admission as a Substituted Limited Partner subject
to the conditions of, and in the manner permitted under, this Agreement. Notwithstanding any other provision of this Agreement,
a permitted transferee of a Limited Partner Interest who does not execute and deliver a Transfer Application (including a Citizenship
Certification) shall not be admitted as a Limited Partner and shall have only the rights of an Assignee hereunder, which rights
shall include (a) the right to transfer such Limited Partner Interest to a purchaser or other transferee and (b) the right to
transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the
transferred Limited Partner Interests. Notwithstanding the foregoing sentence or any provision of this Section 10.2 or other provision
of this Agreement, any transferee or other owner or holder of a Limited Partner Interest who does not execute and deliver a properly
completed Citizenship Certification shall be subject in all respects to the provisions of this Agreement that apply in such event,
including the provisions of Sections 4.8 and 4.9 hereof. No transferor of a Limited Partner Interest or other Person shall have
any obligation or responsibility to provide a Transfer Application to a transferee or to assist or participate in any way with
respect to or to ensure the completion or delivery thereof or have any liability or responsibility if the transferee neglects
or chooses not to execute and deliver a properly completed Transfer Application. Each transferee of a Limited Partner Interest
(including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes
and delivers a properly completed Transfer Application, containing a Citizenship Certification, shall, by virtue of such execution
and delivery, be admitted to the Partnership as a Substituted Limited Partner with respect to the Limited Partner Interests so
transferred to such Person at such time as such transfer is recorded in the books and records of the Partnership. The General
Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded
transfers of Limited Partner Interests with respect to which a properly completed, duly executed and delivered Transfer Application
has been received to be recorded in the books and records of the Partnership. Subject to Section 4.8, with respect to voting rights
hereunder attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the
Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on
any matter, vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited
Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. Except as expressly
provided in this Agreement, an Assignee shall have no other rights of a Limited Partner hereunder, under the Delaware Act, at
law, in equity or otherwise.


 


Section
10.3Admission of Successor General Partner. A successor General Partner approved pursuant to Section 11.1 or
Section 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed
to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately
prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the
transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall
be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and
delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to
the terms hereof, carry on the business of the members of the Partnership Group without dissolution.


 


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Section
10.4Amendment of Agreement and Certificate of Limited Partnership. To effect the admission to the Partnership
of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amend the records
of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement
and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.


 


Article
XI


 


WITHDRAWAL
OR REMOVAL OF PARTNERS


 


Section
11.1Withdrawal of the General Partner.


 


(a)       The
General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events
(each such event herein referred to as an “Event of Withdrawal”);


 


(i)       The
General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;


 


(ii)       The
General Partner transfers all of its General Partner Interest pursuant to Section 4.6;


 


(iii)       The
General Partner is removed pursuant to Section 11.2;


 


(iv)       The
General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief
under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution
or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C)
of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession),
receiver or liquidator of the General Partner or of all or any substantial part of its properties;


 


(v)       A
final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate
jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or


 


(vi)       (A)
in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner,
or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its
charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability
company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting
in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is
a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General
Partner.


 


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If
an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner
shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events
of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.


 


(b)       Withdrawal
of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59
pm, prevailing Central Time, on September 30, 2020, the General Partner voluntarily withdraws by giving at least 90 days’
advance notice of its intention to withdraw to the Limited Partners; provided, that prior to the effective date of such withdrawal,
the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units
held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“Withdrawal
Opinion of Counsel”) that such withdrawal (following the selection of the successor General Partner) would not result
in the loss of the limited liability under the Delaware Act of any Limited Partner or cause any Group Member to be treated as
an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not
already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Central Time, on September 30, 2020, the General Partner
voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the
date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section
11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the
General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited
Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and
its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the
Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall
also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extent applicable,
of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of
a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected
as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable,
of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective
date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i), a successor is not selected by the Unitholders
as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in
accordance with Section 12.1 unless the business of the Partnership is continued pursuant to Section 12.2. Any successor General
Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.3.


 


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Section
11.2Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders
holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a
single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor
General Partner by the Unitholders holding a majority of the outstanding Common Units, voting as a class, and a majority of the
outstanding Subordinated Units, voting as a class (including, in each case, Units held by the General Partner and its Affiliates).
Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.3. The
removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing
member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member.
If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon
admission pursuant to Section 10.3, automatically become a successor general partner or managing member, to the extent applicable,
of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of
Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion
opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with
the terms of this Section 11.2 shall be subject to the provisions of Section 10.3.


 


Section
11.3Interest of Departing General Partner and Successor General Partner.


 


(a)       In
the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or
(ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the
successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner
shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner,
to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or
equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights
(collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value
of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If
the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under
circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with
the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the
successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective
date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued,
prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value
of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due
such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities),
incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other
than any Group Member) for the benefit of the Partnership or the other Group Members.


 


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For
purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the
Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General
Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing
General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive
as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within
45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent
investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent
investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment
banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine
the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or
other independent expert may consider the value of the Units, including the then current trading price of Units on any National
Securities Exchange or over-the-counter market on which Units are then listed or admitted to trading, the value of the Partnership’s
assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General
Partner Interest and other factors it may deem relevant.


 


(b)       If
the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee)
shall become a Limited Partner and the Combined Interest shall be converted into Common Units pursuant to a valuation made by
an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership
Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall
indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after
the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement,
conversion of the Combined Interest to Common Units will be characterized as if the Departing General Partner (or its transferee)
contributed the Combined Interest to the Partnership in exchange for the newly issued Common Units.


 


(c)       If
a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the
Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the
option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the
effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x)
the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner
by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner
and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall,
subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to
which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be
amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s
interest in all Partnership distributions and allocations shall be its Percentage Interest.


 


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Section
11.4Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit
Arrearages. Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of
the Partnership under circumstances where Cause does not exist:


 


(a)       the
Subordinated Units held by any Person will immediately and automatically convert into Common Units on a one-for-one basis, provided
(i) neither such Person nor any of its Affiliates voted any of its Units in favor of the removal and (ii) such Person is not an
Affiliate of the successor General Partner; and


 


(b)       if
all of the Subordinated Units convert into Common Units pursuant to Section 11.4(a), all Cumulative Common Unit Arrearages on
the Common Units will be extinguished and the Subordination Period will end;


 


provided,
however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x)
and 6.7.


 


Section
11.5Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record
Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with
respect to the Limited Partner Interest so transferred.


 


Article
XII


 


DISSOLUTION
AND LIQUIDATION


 


Section
12.1Dissolution. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or additional
Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal
or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1, 11.2 or 12.2, the Partnership
shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business of the Partnership.
Subject to Section 12.2, the Partnership shall dissolve, and its affairs shall be wound up, upon:


 


(a)       an
Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor
is elected and such successor is admitted to the Partnership pursuant to this Agreement;


 


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(b)       an
election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;


 


(c)       the
entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or


 


(d)       at
any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware
Act.


 


Section
12.2Continuation of the Business of the Partnership After Dissolution


 


.
Upon (a) an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or
(iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section
11.2, then within 90 days thereafter, or (b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v)
or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to
continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor
General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time
period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election
is so made, then:


 


(i)       the
Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;


 


(ii)       if
the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated
in the manner provided in Section 11.3; and


 


(iii)       the
successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by
agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve
a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the
Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability
under the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association
taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right
to continue (to the extent not already so treated or taxed).


 


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Section
12.3Liquidator. Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General
Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority
of the Outstanding Common Units and Subordinated Units, voting as a single class. The Liquidator (if other than the General Partner)
shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause,
by notice of removal approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting
as a single class. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders
of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. The right to approve
a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute
Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in
the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto,
all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations,
contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary
or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to
complete the winding up and liquidation of the Partnership as provided for herein.


 


Section
12.4Liquidation. The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities,
and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 17-804
of the Delaware Act and the following:


 


(a)       The
assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator
and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed
for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate
cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s
assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s
assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets,
in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.


 


(b)       Liabilities
of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of
Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to
any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either
settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment.
When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.


 


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(c)       All
property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed
to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined
after taking into account all Capital Account adjustments (including the allocation provided for under Section 6.1(d)(xi)(C),
which allocates items of gross income, gain, loss and deduction among the Partners to the extent possible to provide a preference
in liquidation to the Capital Account of the Series A Preferred Units to the Capital Accounts of Series A Junior Securities, but
excluding adjustments made by reason of distributions pursuant to this Section 12.4(c)) for the taxable period of the Partnership
during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation
Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90
days after said date of such occurrence); provided that any cash or cash equivalents available for distribution under this Section
12.4(c) shall be distributed with respect to the Series A Preferred Units and Series A Senior Securities (up to the positive balances
in the associated Capital Accounts) prior to any distribution of cash or cash equivalents with respect to the Series A Junior
Securities.


 


Section
12.5Cancellation of Certificate of Limited Partnership. Upon the completion of the distribution of Partnership cash
and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership
and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall
be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.


 


Section
12.6Return of Contributions. The General Partner shall not be personally liable for, and shall have no obligation to
contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions
of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made
solely from Partnership assets.


 


Section
12.7Waiver of Partition. To the maximum extent permitted by law, each Partner hereby waives any right to partition
of the Partnership property.


 


Section
12.8Capital Account Restoration. No Limited Partner shall have any obligation to restore any negative balance in its
Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in
its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of the Partnership during
which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.


 


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Article
XIII


 


AMENDMENT
OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE


 


Section
13.1Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without
the approval of any Partner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver,
file and record whatever documents may be required in connection therewith, to reflect:


 


(a)       a
change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent
of the Partnership or the registered office of the Partnership;


 


(b)       admission,
substitution, withdrawal or removal of Partners in accordance with this Agreement;


 


(c)       a
change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership
as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or
to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for
federal income tax purposes;


 


(d)       a
change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class
of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary
or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or
regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware
Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different
classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be
necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to
effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated
by this Agreement;


 


(e)       a
change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be
necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General
Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be
made by the Partnership;


 


(f)       an
amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers,
trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income
Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied
or proposed by the United States Department of Labor;


 


(g)       an
amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or
issuance of any class or series of Partnership Interests and options, rights, warrants and appreciation rights relating to the
Partnership Interests pursuant to Section 5.6;


 


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(h)       any
amendment expressly permitted in this Agreement to be made by the General Partner acting alone;


 


(i)       an
amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;


 


(j)       an
amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership
of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity,
in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or 7.1(a);


 


(k)       a
merger, conveyance or conversion pursuant to Section 14.3(d); or


 


(l)       any
other amendments substantially similar to the foregoing.


 


Section
13.2Amendment Procedures. Amendments to this Agreement may be proposed only by the General Partner. To the fullest
extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement
and may decline to do so in its sole discretion, and, in declining to propose or approve an amendment, to the fullest extent permitted
by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member
Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
An amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or
13.3, the holders of a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware
law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be
set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the General Partner
shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider
and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments.
The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (i)
filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is
publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Partnership


 


Section
13.3Amendment Requirements


 


(a)       Notwithstanding
the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units
(including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed
or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section
11.2 or Section 13.4, reducing such percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage,
unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate
Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable.


 


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(b)       Notwithstanding
the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including
requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited
Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section
13.3(c), or (ii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any
way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its
consent, which consent may be given or withheld at its option.


 


(c)       Except
as provided in Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences
of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of
not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an
amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership
Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required
to be approved by the adversely affected class or classes.


 


(d)       Notwithstanding
any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section
14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting
as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited
liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized.


 


(e)       Except
as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding
Units.


 


Section
13.4Special Meetings. All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in
the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by
Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited
Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing
Limited Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting
is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably
necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing
the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of
the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time
and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the
meeting is given as provided in Section 16.1. Limited Partners shall not vote on matters that would cause the Limited Partners
to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize
the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is
qualified to do business.


 


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Section
13.5Notice of a Meeting. Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of
the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance
with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means
of written communication.


 


Section
13.6Record Date. For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of
the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record
Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts
with any rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which the
Units are listed or admitted to trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement
of such National Securities Exchange or over-the-counter market or U.S. federal securities laws shall govern) or (b) in the event
that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner
to give such approvals. If the General Partner does not set a Record Date, then (a) the Record Date for determining the Limited
Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next
preceding the day on which notice is given, and (b) the Record Date for determining the Limited Partners entitled to give approvals
without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner
in accordance with Section 13.11.


 


Section
13.7Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting
and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is
taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business
which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.


 


Section
13.8Waiver of Notice; Approval of Meeting; Approval of Minutes. The transactions of any meeting of Limited Partners,
however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call
and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute
a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except
that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in
the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.


 


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Section
13.9Quorum and Voting. The holders of a majority of the Outstanding Units of the class or classes for which a meeting
has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute
a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval
by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of
the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners
holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present
in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different
percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited
Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required.
The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other
than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding
Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time
to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including
Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 13.7.


 


Section
13.10Conduct of a Meeting. The General Partner shall have full power and authority concerning the manner of conducting
any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to
vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and
effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the
meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate
a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General
Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem
advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations
in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination
of proxies and other evidence of the right to vote, and the revocation of approvals in writing.


 


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Section
13.11Action Without a Meeting. If authorized by the General Partner, any action that may be taken at a meeting of the
Limited Partners may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth
the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units (including
Outstanding Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting at
which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline or
requirement of any National Securities Exchange or over-the-counter market on which the Units are listed or admitted to trading,
in which case the rule, regulation, guideline or requirement of such National Securities Exchange or over-the-counter market shall
govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved
in writing. The General Partner may specify that any written ballot, if any, submitted to Limited Partners for the purpose of
taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than
20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the
Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval
of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner,
the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the
General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right
and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed
to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited
Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties
and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require the General
Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite percentage of Units
acting by written consent without a meeting.


 


Section
13.12Right to Vote and Related Matters. Only those Record Holders of the Outstanding Units on the Record Date set pursuant
to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall
be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders
of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may
be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding
Units.


 


(b)       With
respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall,
in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides
otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall
be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions
of this Agreement) are subject to the provisions of Section 4.3.


 


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Section
13.13Voting of Incentive Distribution Rights.


 


(a)       For
so long as a majority of the Incentive Distribution Rights are held by the General Partner and its Affiliates, the holders of
the Incentive Distribution Rights shall not be entitled to vote such Incentive Distribution Rights on any Partnership matter except
as may otherwise be required by law and the holders of the Incentive Distribution Rights, in their capacity as such, shall be
deemed to have approved any matter approved by the General Partner.


 


(b)       If
less than a majority of the Incentive Distribution Rights are held by the General Partner and its Affiliates, the Incentive Distribution
Rights will be entitled to vote on all matters submitted to a vote of Unitholders, other than amendments and other matters that
the General Partner determines do not adversely affect the holders of the Incentive Distribution Rights in any material respect.
On any matter in which the holders of Incentive Distribution Rights are entitled to vote, such holders will vote together with
the Subordinated Units, prior to the end of the Subordination Period, or together with the Common Units, thereafter, in either
case as a single class except as otherwise required by Section 13.3(c). The relative voting power of the Incentive Distribution
Rights and the Subordinated Units or Common Units, as applicable, will be set in the same proportion as cumulative cash distributions,
if any, in respect of the Incentive Distribution Rights for the four consecutive Quarters prior to the record date for the vote
bears to the cumulative cash distributions in respect of such class of Units for such four Quarters.


 


(c)       In
connection with any equity financing, or anticipated equity financing, by the Partnership of an Expansion Capital Expenditure,
the General Partner may, without the approval of the holders of the Incentive Distribution Rights, temporarily or permanently
reduce the amount of Incentive Distributions that would otherwise be distributed to such holders, provided that in the judgment
of the General Partner, such reduction will be in the long-term best interest of such holders.


 


Article
XIV


 


MERGER,
CONSOLIDATION OR CONVERSION


 


Section
14.1Authority. The Partnership may merge or consolidate with or into one or more corporations, limited liability companies,
statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership
(whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity
is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan
of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of
Conversion”), as the case may be, in accordance with this Article XIV.


 


Section
14.2Procedure for Merger, Consolidation or Conversion. Merger, consolidation or conversion of the Partnership pursuant
to this Article XIV requires the prior consent of the General Partner, provided, however , that, to the fullest extent permitted
by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership
and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee
and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant
to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other
law, rule or regulation or at equity.


 


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(b)       If
the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement,
which shall set forth:


 


(i)       the
name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;


 


(ii)       the
name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation
(the “Surviving Business Entity”);


 


(iii)       the
terms and conditions of the proposed merger or consolidation;


 


(iv)       the
manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property
or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any interests, securities or rights
of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights,
securities or obligations of the Surviving Business Entity, then the cash, property or interests, rights, securities or obligations
of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity
(other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange
for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates,
upon the surrender of such certificates, which cash, property or interests, rights, securities or obligations of the Surviving
Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business
or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;


 


(v)       a
statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate
of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation
or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be
effected by such merger or consolidation;


 


(vi)       the
effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later
date specified in or determinable in accordance with the Merger Agreement ( provided , that if the effective time of the merger
is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time
certain and stated in the certificate of merger); and


 


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(vii)       such
other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.


 


(c)       If
the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of Conversion, which
shall set forth:


 


(i)       the
name of the converting entity and the converted entity;


 


(ii)       a
statement that the Partnership is continuing its existence in the organizational form of the converted entity;


 


(iii)       a
statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted
entity is to be incorporated, formed or organized;


 


(iv)       the
manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property
or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity
securities;


 


(v)       in
an attachment or exhibit, the certificate of limited partnership of the Partnership; and


 


(vi)       in
an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents
of the converted entity;


 


(vii)       the
effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified
in or determinable in accordance with the Plan of Conversion ( provided , that if the effective time of the conversion is to be
later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain
and stated in such articles of conversion); and


 


(viii)       such
other provisions with respect to the proposed conversion that the General Partner determines to be necessary or appropriate.


 


Section
14.3Approval by Limited Partners


 


(a)       Except
as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the
case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated
thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either
case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion,
as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.


 


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(b)       Except
as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved
upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion,
as the case may be, contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement
or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of
any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger
Agreement or the Plan of Conversion, as the case may be.


 


(c)       Except
as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior
to the filing of the certificate of merger or certificate of conversion pursuant to Section 14.4, the merger, consolidation or
conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion,
as the case may be.


 


(d)       Notwithstanding
anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval,
to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member
into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall
have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from
the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger
or conveyance, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited
Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to
be taxed as an entity for federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such
conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability
entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially
the same rights and obligations as are herein contained.


 


(e)       Additionally,
notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited
Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received
an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability
under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable
as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already treated as such),
(B) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted
pursuant to Section 13.1, (C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Unit
outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership
after the effective date of the merger or consolidation, and (E) the number of Partnership Interests to be issued by the Partnership
in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding
immediately prior to the effective date of such merger or consolidation.


 


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(f)       Pursuant
to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV
may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if
it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the
effective time or date of the merger or consolidation.


 


Section
14.4Certificate of Merger. Upon the required approval by the General Partner and the Unitholders of a Merger Agreement
or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed
and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.


 


Section
14.5Effect of Merger, Consolidation or Conversion.


 


(a)       At
the effective time of the certificate of merger:


 


(i)       all
of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real,
personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to
each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall
be the property of the Surviving Business Entity to the extent they were of each constituent business entity;


 


(ii)       the
title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not
in any way impaired because of the merger or consolidation;


 


(iii)       all
rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be
preserved unimpaired; and


 


(iv)       all
debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be
enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.


 


(b)       At
the effective time of the certificate of conversion, for all purposes of the laws of the State of Delaware:


 


(i)       the
Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than
in its prior organizational form;


 


(ii)       all
rights, title, and interests to all real estate and other property owned by the Partnership shall remain vested in the converted
entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or
assignment having occurred, but subject to any existing liens or other encumbrances thereon;


 


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Fourth Amended and Restated Agreement of Limited Partnership


 




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(iii)       all
liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its
new organizational form without impairment or diminution by reason of the conversion;


 


(iv)       all
rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership
in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities
and obligations and are enforceable against the converted entity by such creditors and obligees to the same extent as if the liabilities
and obligations had originally been incurred or contracted by the converted entity;


 


(v)       the
Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other rights or
securities in the converted entity or cash as provided in the plan of conversion shall be so converted, and Partners shall be
entitled only to the rights provided in the Plan of Conversion.


 


Article
XV



RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS


 


Section
15.1Right to Acquire Limited Partner Interests.


 


(a)       Notwithstanding
any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited
Partner Interests of any class then Outstanding (excluding the Series A Preferred Units), the General Partner shall then have
the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner,
exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then
Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price
as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid
by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day
period preceding the date that the notice described in Section 15.1(b) is mailed.


 


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(b)       If
the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited
Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such
election to purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail
a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record
Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election
to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general
circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase
shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests
will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase
such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in the case of Limited
Partner Interests evidenced by Certificates, in exchange for payment, at such office or offices of the Transfer Agent as the Transfer
Agent may specify, or as may be required by any National Securities Exchange or over-the-counter market on which such Limited
Partner Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Limited
Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been
given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate
or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate
purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of
Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to
the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner
Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate
shall not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights
pursuant to Article III, Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive
the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon
surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests in the case of Limited Partner
Interests evidenced by Certificates, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General
Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership,
and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be
the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such
Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article III, Article IV,
Article V, Article VI and Article XII).


 


(c)       In
the case of Limited Partner Interests evidenced by Certificates, at any time from and after the Purchase Date, a holder of an
Outstanding Limited Partner Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing
such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a), therefor,
without interest thereon.


 


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Article
XVI



GENERAL PROVISIONS


 


Section
16.1Addresses and Notices; Written Communications.


 


(a)       Any
notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner or Assignee under this
Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States
mail or by other means of written communication to the Partner or Assignee at the address described below. Any notice, payment
or report to be given or made to a Partner or Assignee hereunder shall be deemed conclusively to have been given or made, and
the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied,
upon sending of such notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the
records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who
may have an interest in such Partnership Interests by reason of any assignment or otherwise. Notwithstanding the foregoing, if
(i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the
Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made
available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered
or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance
with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or the mailing organization shall
be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made
in accordance with the provisions of this Section 16.1 is returned marked to indicate that such notice, payment or report was
unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United
States Postal Service (or other physical mail delivery mail service outside the United States of America), any subsequent notices,
payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder
or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available
for the Partner or Assignee at the principal office of the Partnership for a period of one year from the date of the giving or
making of such notice, payment or report to the other Partners and Assignees. Any notice to the Partnership shall be deemed given
if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General
Partner may rely and shall be protected in relying on any notice or other document from a Partner, Assignee or other Person if
believed by it to be genuine.


 


(b)       The
terms “in writing”, “written communications,” “written notice” and words of similar import
shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.


 


Section
16.2Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain
from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.


 


Section
16.3Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives and permitted assigns.


 


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Section
16.4Integration. Except for agreements with Affiliates of the General Partner, this Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.


 


Section
16.5Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any
creditor of the Partnership.


 


Section
16.6Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition
of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach
of any other covenant, duty, agreement or condition.


 


Section
16.7Third-Party Beneficiaries. Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies
hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or
privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedies hereunder as a third-party
beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted
Person.


 


Section
16.8Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement
binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.
Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring
a Limited Partner Interest, pursuant to Section 10.1(a) without execution hereof.


 


Section
16.9Applicable Law; Forum, Venue and Jurisdiction


 


(a)       This
Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.


 


(b)       Each
of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust
company or clearing corporation or an agent of any of the foregoing or otherwise):


 


(i)       irrevocably
agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any
claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities
among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership),
(B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary duty owed by any
director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership
or the Partners, (D) asserting a claim arising pursuant to any provision of the Delaware Act or (E) asserting a claim governed
by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case
regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common
law, statutory, equitable, legal or other grounds, or are derivative or direct claims;


 


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(ii)       irrevocably
submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit,
action or proceeding;


 


(iii)       agrees
not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to
the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of
Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum,
or (C) the venue of such claim, suit, action or proceeding is improper;


 


(iv)       expressly
waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and


 


(v)       consents
to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a
copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good
and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to
serve process in any other manner permitted by law.


 


Section
16.10Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason,
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part
thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed
and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein,
and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.


 


Section
16.11Consent of Partners. Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is
specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be
so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.


 


Section
16.12Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent
and registrar of the Partnership on Certificates representing Units is expressly permitted by this Agreement.


 


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IN
WITNESS WHEREOF, the General Partner has executed this Agreement as of the date first written above.


 


	 	GENERAL
    PARTNER:
	 	 	 
	 	RHINO
    GP LLC
	 	 	 
	 	By:	/s/
    Whitney C. Kegley
	 	Name:	Whitney
    C. Kegley
	 	Title:	Vice
    President, Secretary and General Counsel


 





Signature
Page

Rhino Resource Partners LP

Fourth Amended and Restated Agreement of Limited Partnership




 




    	 	 	 



    	 	 	 



    


 


EXHIBIT
A

to the Fourth Amended and Restated

Agreement of Limited Partnership of

Rhino Resource Partners LP


 


Certificate
Evidencing Common Units

Representing Limited Partner Interests in

Rhino Resource Partners LP


 


	No.
    __________	__________
    Common Units


 


In
accordance with Section 4.1 of the Fourth Amended and Restated Agreement of Limited Partnership of Rhino Resource Partners LP,
as amended, supplemented or restated from time to time (the “Partnership Agreement”), Rhino Resource
Partners LP, a Delaware limited partnership (the “Partnership”), hereby certifies that _______________________
(the “Holder”) is the registered owner of ________ Common Units representing limited partner interests
in the Partnership (the “Common Units”) transferable on the books of the Partnership, in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the
Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects
be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership
located at 424 Lewis Hargett Circle, Suite 250, Lexington, Kentucky 40503. Capitalized terms used herein but not defined shall
have the meanings given them in the Partnership Agreement.


 


THE
HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF RHINO RESOURCE PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS
OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF RHINO RESOURCE PARTNERS LP UNDER
THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE RHINO RESOURCE PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION
OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). RHINO GP
LLC, THE GENERAL PARTNER OF RHINO RESOURCE PARTNERS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF
IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF RHINO RESOURCE PARTNERS
LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS
SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES
OF ANY NATIONAL SECURITIES EXCHANGE OR OVER-THE-COUNTER MARKET ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 




    	 	A-1	 



    	 	 	 



    


 


The
Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and
to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that
the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement
and (iii) made the waivers and given the consents and approvals contained in the Partnership Agreement.


 


This
Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.


 


	Dated:
                                                                         	 	Rhino
    Resource Partners LP
	 	 	 	 
	Countersigned
    and Registered by:	 	By:	Rhino
    GP LLC
	 	 	 	 
	Computershare
    Trust Company, N.A.,	 	By:	      
	As
    Transfer Agent and Registrar	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	   
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 




    	 	A-2	 



    	 	 	 



    


 


[Reverse
of Certificate]


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according
to applicable laws or regulations:


 


	TEN
                                         COM - as tenants in common

         

        TEN
        ENT - as tenants by the entireties

         

        JT
        TEN - as joint tenants with right of survivorship and not as tenants in common
	 	UNIF
                                         GIFT/TRANSFERS MIN ACT

         

        __________
        Custodian _________

         

        (Cust)
        (Minor)

         

        Under
        Uniform Gifts/Transfers to CD Minors Act (State)

         

         

	Additional
    abbreviations, though not in the above list, may also be used.


 


ASSIGNMENT
OF COMMON UNITS OF

RHINO RESOURCE PARTNERS LP


 


FOR
VALUE RECEIVED, _________ hereby assigns, conveys, sells and transfers unto


 


	                                                                                              

         

        (Please
        print or typewrite name and address of assignee)
	                                                                                                  

         

        (Please
        insert Social Security or other identifying number of assignee)

          

	____________
    Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and
    does hereby irrevocably constitute and appoint ___________ as its attorney-in-fact with full power of substitution to transfer
    the same on the books of Rhino Resource Partners LP
	 
	 

         

        Date:
        _________________________
	

    NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in
    every particular. without alteration, enlargement or change.
	 	 
	

                                         THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
                                         SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
                                         GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15

         

                                                                                                          

         
	

                                                                                                                                           

        (Signature)

         

         

         

         

                                                                                                          

        

        (Signature)

	No
    transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing
    the Common Units to be transferred is surrendered for registration or transfer.


 




    	 	A-3	 



    	 	 	 



    


 


APPLICATION
FOR TRANSFER OF COMMON UNITS


 


Transferees
of Common Units must execute and deliver this application to Rhino Resource Partners LP, 424 Lewis Hargett Circle, Suite 250,
Lexington, Kentucky 40503; Attention: Chief Financial Officer, to be admitted as limited partners to Rhino Resource Partners LP.


 


The
undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced
hereby and hereby certifies to Rhino Resource Partners LP (the “Partnership”) that the Assignee (including
to the best of Assignee’s knowledge, any person for whom the Assignee will hold the Common Units) is an Eligible Citizen
Holder.1


 


The
Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes,
the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, supplemented or restated to the
date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power
and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, and (c) makes the waivers
and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings
assigned to such terms in the Partnership Agreement. This application constitutes a Citizenship Certification, as defined in the
Partnership Agreement.


 


Date:
________________________


 


	__________________________________	 	____________________________________
	Social
    Security or other identifying number	 	Signature
    of Assignee
	 	 	 
	__________________________________	 	____________________________________
	Purchase
    Price including commissions, if any	 	Name
    and Address of Assignee


 


	1	The
    term “Eligible Citizen Holder” means a person or entity qualified to hold an interest in mineral leases
    on federal lands. As of the date hereof, Eligible Holder means: (1) a citizen of the United States; (2) a corporation organized
    under the laws of the United States or of any state thereof; (3) a public body, including a municipality; or (4) an association
    of United States citizens, such as a partnership or limited liability company, organized under the laws of the United States
    or of any state thereof, but only if such association does not have any direct or indirect foreign ownership, other than foreign
    ownership of stock in a parent corporation organized under the laws of the United States or of any state thereof. For the
    avoidance of doubt, onshore mineral leases or any direct or indirect interest therein may be acquired and held by aliens only
    through stock ownership, holding or control in a corporation organized under the laws of the United States or of any state
    thereof.


 




    	 	A-4	 



    	 	 	 



    


 


Type
of Entity (check one):


 


	 	o
    Individual	 	 	 	o
    Partnership	 	 	o
    Corporation
	 	 	 	 	 	 	 	 	 
	 	 	 	o
    Trust	 	 	 	o
    Other (specify)	 


 


Nationality
(check one):


 


	 	o
    U.S. Citizen, Resident or Domestic Entity	 	 	o
    Non-resident Alien
	 	 	 	 	 
	 	o
    Foreign Corporation	 	 	 


 


If
the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed.


 


Under
Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold
tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform
the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned
hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).


 


Complete
Either A or B:


 


A.
Individual Interestholder


 


1.
I am not a non-resident alien for purposes of U.S. income taxation.


 


2.
My U.S. taxpayer identification number (Social Security Number) is ______________.


 


3.
My home address is ____________________________________________________.


 


B.
Partnership, Corporation or Other Interestholder


 


1.
____________________________________ is not a foreign corporation, foreign partnership, foreign trust (Name of Interestholder)
or foreign estate (as those terms are defined in the Code and Treasury Regulations).


 


2.
The interestholder’s U.S. employer identification number is _____________________.


 


3.
The interestholder’s office address and place of incorporation (if applicable) is __________________________________________.


 


The
interestholder agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a foreign person.


 


The
interestholder understands that this certificate may be disclosed to the Internal Revenue Service by the Partnership and that
any false statement contained herein could be punishable by fine, imprisonment or both.


 




    	 	A-5	 



    	 	 	 



    


 


Under
penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true,
correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of:


 


________________________________________________________________


Name
of Interestholder


 


________________________________________________________________


Signature
and Date


 


________________________________________________________________


Title
(if applicable)


 


Note:
If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the
foregoing, and is holding for the account of any other person, this application should be completed by an officer thereof or,
in the case of a broker or dealer, by a registered representative who is a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc., or, in the case of any other nominee holder, a person performing
a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner or an
agent of any of the foregoing, the above certification as to any person for whom the Assignee will hold the Common Units shall
be made to the best of the Assignee’s knowledge.


 



    	 	A-6