Exhibit 10.2


 


Execution Version


 


EQUITY COMMITMENT AGREEMENT


 


This
Equity Commitment Agreement, dated as of September 29, 2010 (this “Agreement”),
is entered into by and among Rhino GP LLC, a Delaware limited liability company
(“GP”); and CD Holding Company, LLC, a Delaware limited liability
company, Jacobs Holdings LLC, a Connecticut limited liability company, Robert
H. Holtz, Mark D. Zand, Jay L. Maymudes, Arthur H. Amron, Kenneth A. Rubin,
Frederick B. Simon, Kitty Capital LLC, a Delaware limited liability company,
John V. Doyle and John C. Sites, Jr. (collectively, the “GP Owners”).  The above-named entities and individual are
sometimes referred to as “Party” and collectively as the “Parties.”


 


ARTICLE I


 


DEFINITIONS


 


The
following defined terms will have the meaning given below:


 


“Effective
Time” means that date and time with respect to the delivery of the Firm
Units (as defined in the Underwriting Agreement) and payment therefor as set
forth in paragraph 4 of the Underwriting Agreement.


 


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


 


“Registration
Statement” means the Registration Statement on Form S-1 initially
filed on May 5, 2010 with the Securities and Exchange Commission
(Registration No. 333-166550), as amended.


 


“Underwriters”
means the underwriting syndicate listed in Schedule I to the Underwriting
Agreement.


 


“Underwriting
Agreement” means a firm commitment underwriting agreement to be entered
into among the Partnership, GP, Rhino Energy LLC, a Delaware
limited liability company, and the Underwriters named in the Registration Statement, in
substantially the form attached as Exhibit 1.1 to the Registration
Statement.


 


ARTICLE II


 


CONTRIBUTIONS


 


Immediately
prior to the Effective Time, each of the GP Owners hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to GP, its
successors and assigns, for its and their own use forever, a cash payment in
such amount as set forth on Schedule A in exchange for a limited
liability company interest in GP as set forth on Schedule A, and GP
hereby accepts such cash payment as a contribution to the capital of GP.


 

















 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1             Third-Party Rights.  Each Party agrees that the Partnership shall
be entitled to assert rights and remedies hereunder as a third-party
beneficiary hereto.  Except with respect
to the foregoing, the provisions of this Agreement are intended to bind the
Parties as to each other and are not intended to and do not create rights in
any other person or confer upon any other person any benefits, rights or
remedies and no person is or is intended to be a third-party beneficiary of any
of the provisions of this Agreement.


 


Section 3.2             Amendment or Modification.  This Agreement may be amended or modified at
any time or from time to time only by a written instrument, specifically
stating that such written instrument is intended to amend or modify this
Agreement, signed by each of the Parties.


 


Section 3.3             Applicable Law; Forum,
Venue and Jurisdiction.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.


 


Section 3.4             Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all Parties had signed the same
document.  All counterparts shall be
construed together and shall constitute one and the same instrument.  The
delivery of an executed counterpart copy of this Agreement by facsimile or
electronic transmission in PDF format shall be deemed to be the equivalent of delivery
of the originally executed copy thereof.


 


(Remainder of page intentionally left blank.)


 


2

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the Parties as of the date first written above.


 


	
   

  	
  RHINO GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s David G. Zatezalo

  
	
   

  	
   

  	
  David
  G. Zatezalo

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CD HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s Charles E. Davidson

  
	
   

  	
   

  	
  Charles
  E. Davidson

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  JACOBS HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  J.J.H.
  Trust, the Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  :

  	
  /s Robert H. Holtz

  
	
   

  	
   

  	
  Robert
  H. Holtz

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  :

  	
  /s Joel Lever

  
	
   

  	
   

  	
  Joel
  Lever

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROBERT
  H. HOLTZ

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Robert H. Holtz

  



 


SIGNATURE
PAGE


EQUITY
COMMITMENT AGREEMENT


 

















 


	
   

  	
  MARK
  D. ZAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Mark D. Zand

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAY
  L. MAYMUDES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jay L. Maymudes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOHN
  V. DOYLE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John V. Doyle

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTHUR
  H. AMRON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Arthur H. Amron

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KENNETH
  A. RUBIN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Kenneth A. Rubin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FREDERICK
  B. SIMON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Frederick B. Simon

  



 


SIGNATURE
PAGE


EQUITY
COMMITMENT AGREEMENT


 

















 


	
   

  	
  JOHN
  C. SITES, JR.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John C. Sites, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KITTY
  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Antony Lundy

  
	
   

  	
   

  	
  Antony
  Lundy

  
	
   

  	
   

  	
  President

  



 


SIGNATURE
PAGE


EQUITY
COMMITMENT AGREEMENT