Exhibit 4.1


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


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


 


WHEREAS,
this Agreement is made in connection with the transactions contemplated by the
Contribution, Conveyance and Assumption Agreement dated September 29, 2010
(the “Contribution Agreement”);


 


WHEREAS,
the Partnership has agreed to provide the registration and other rights set
forth in this Agreement for the benefit of Holdco pursuant to the Contribution
Agreement; and


 


WHEREAS,
it is a condition to the obligations of Holdco under the Contribution Agreement
that this Agreement be executed and delivered;


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each party hereto, the parties hereby agree as
follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01           Definitions.  Capitalized terms used herein without
definition shall have the meanings given to them in the First Amended and
Restated Agreement of Limited Partnership of the Partnership dated October 5,
2010, as amended from time to time (the “LP Agreement”).  The terms set forth below are used herein as
so defined:


 


“Affiliate”
means, with respect to a specified Person, directly or indirectly controlling,
controlled by, or under direct or indirect common control with such specified
Person.  For the purposes of this
definition, “control” means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.


 


“Agreement”
has the meaning given to such term in the introductory paragraph.


 


“Commission”
has the meaning given to such term in Section 1.02.


 


“Contribution
Agreement” has the meaning given to such term in the recitals of this
Agreement.


 


“Effectiveness
Period” has the meaning given to such term in Section 2.01.


 


“General
Partner” means Rhino GP LLC, a Delaware limited liability company.


 


“Holdco”
has the meaning given to such term in the introductory paragraph.


 

















 


“Holder”
means the record holder of any Registrable Securities.


 


“Losses”
has the meaning given to such term in Section 2.08(a) of this
Agreement.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.


 


“Notice”
has the meaning given to such term in Section 2.01.


 


“Partnership”
has the meaning given to such term in the introductory paragraph.


 


“Person”
means any individual, corporation, partnership, voluntary association,
partnership, joint venture, trust, limited liability partnership,
unincorporated organization, government or any agency, instrumentality or
political subdivision thereof, or any other form of entity.


 


“Registrable
Securities” means the aggregate number of (a) Common Units issued (or
issuable) to Holdco pursuant to the Contribution Agreement (including pursuant
to the Deferred Issuance and Distribution); (b) Subordinated Units; and (c) Common
Units issuable upon conversion of the Subordinated Units or the Combined
Interests pursuant to the terms of the LP Agreement, which Registrable
Securities are subject to the rights provided herein until such rights
terminate pursuant to the provisions hereof.


 


“Registration
Statement” has the meaning given to such term in Section 2.01.


 


“Registration
Expenses” has the meaning given to such term in Section 2.06(b).


 


“Registration
Statement” has the meaning given to such term in Section 2.01.


 


“Selling
Expenses” has the meaning given to such term in Section 2.06(b).


 


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a
Registration Statement.


 


“Underwritten
Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units and/or Subordinated Units are
sold to an underwriter on a firm commitment basis for reoffering to the public
or an offering that is a “bought deal” with one or more investment banks.


 


Section 1.02           Registrable Securities.  Any Registrable Security will cease to be a
Registrable Security (a) at the time a Registration Statement covering
such Registrable Security has been declared effective by the Securities and
Exchange Commission (the “Commission”), or otherwise has become
effective, and such Registrable Security has been sold or disposed of pursuant
to such Registration Statement; (b) at the time such Registrable Security
has been disposed of pursuant to Rule 144 (or any similar provision then
in effect under the Securities Act of 1933 (the “Securities Act”)); (c) 10
years after Holdco ceases to be an Affiliate of the General Partner (including
where the General Partner ceases to be the general partner of the Partnership);
(d) if such Registrable Security is held by the Partnership or one of its
Subsidiaries; (e) at the 


 


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time
such Registrable Security has been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of
such securities; or (f) if such Registrable Security has been sold in a
private transaction in which the transferor’s rights under this Agreement are
assigned to the transferee and such transferee is not an Affiliate of the
General Partner, at the time that is two years following the later of (i) if
the Registrable Security is a Subordinated Unit, the conversion of the
Subordinated Units into Common Units and (ii) the transfer of such
Registrable Security to such transferee.


 


ARTICLE II

REGISTRATION RIGHTS


 


Section 2.01           Demand Registration.  Upon the written request (a “Notice”)
by Holders owning at least 500,000 of the then outstanding Registrable
Securities, subject to adjustment pursuant to Section 3.04, the
Partnership shall file with the Commission, as soon as reasonably practicable,
but in no event more than 90 days following the receipt of the Notice, a
registration statement under the Securities Act (a “Registration Statement”)
providing for the resale of the Registrable Securities (which may, at the
option of the Holders giving such Notice, be a registration statement under the
Securities Act that provides for the resale of the Registrable Securities
pursuant to Rule 415 from time to time by the Holders).  The Partnership shall use its commercially
reasonable efforts to cause each Registration Statement to be declared
effective by the Commission as soon as reasonably practicable after the initial
filing of the Registration Statement. 
Any Registration Statement shall provide for the resale pursuant to any
method or combination of methods legally available and requested by the Holders
of any and all Registrable Securities covered by such Registration
Statement.  The Partnership shall use its
commercially reasonable efforts to cause each Registration Statement filed
pursuant to this Section 2.01 to be continuously effective,
supplemented and amended to the extent necessary to ensure that it is available
for the resale of all Registrable Securities by the Holders until all
Registrable Securities covered by such Registration Statement have ceased to be
Registrable Securities (the “Effectiveness Period”).  Each Registration Statement when effective
(and the documents incorporated therein by reference) shall comply as to form
in all material respects with all applicable requirements of the Securities Act
and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.  There shall be
no limit on the number of Registration Statements that may be required by the
Holders hereunder.


 


Section 2.02           Underwritten Offerings.


 


(a)           Request for Underwritten Offering.  In the event that one or more Holders
collectively elects to dispose of at least 125,000 Registrable Securities,
subject to adjustment pursuant to Section 3.04, under a
Registration Statement pursuant to an Underwritten Offering, the Partnership
shall, upon request by such Holders, retain underwriters in order to permit
such Holders to effect such sale though an Underwritten Offering.  The obligation of the Partnership to retain
underwriters shall include entering into an underwriting agreement in customary
form with the Managing Underwriter or underwriters, which shall include, among
other provisions, indemnities to the effect and to the extent provided in Section 2.08
and taking all reasonable actions as are requested by the Managing Underwriter
or underwriters to expedite or facilitate the disposition of such Registrable
Securities.  The Partnership shall, upon
request of the Holders, 


 


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cause
its management to participate in a roadshow or similar marketing effort on
behalf of the Selling Holders.


 


(b)           Limitation on Underwritten
Offerings.  In no event shall the
Partnership be required hereunder to participate in more than two Underwritten
Offerings in any 12-month period.


 


(c)           General Procedures.  In
connection with any Underwritten Offering under this Agreement, the Partnership
shall be entitled to select the Managing Underwriter or underwriters.  In
connection with any Underwritten Offering under this Agreement, each Selling
Holder and the Partnership shall be obligated to enter into an underwriting
agreement that contains such representations, covenants, indemnities and other
rights and obligations as are customary in underwriting agreements for firm
commitment offerings of securities.  No Selling Holder may participate in
such Underwritten Offering unless such Selling Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting
agreement.  Each Selling Holder may, at its option, require that any or
all of the representations and warranties by, and the other agreements on the
part of, the Partnership to and for the benefit of such underwriters also be
made to and for such Selling Holder’s benefit and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to such Selling Holder’s
obligations.  No Selling Holder shall be required to make any
representations or warranties to or agreements with the Partnership or the
underwriters other than representations, warranties or agreements regarding
such Selling Holder and its ownership of the securities being registered on its
behalf, its intended method of distribution and any other representation
required by law.  If any Selling Holder disapproves of the terms of an
underwriting, such Selling Holder may elect to withdraw from the Underwritten
Offering by notice to the Partnership and the Managing Underwriter; provided, however,
that such withdrawal must be made at a time prior to the time of pricing of
such Underwritten Offering.  No such withdrawal shall affect the
Partnership’s obligation to pay Registration Expenses.


 


Section 2.03           Delay
Rights.  If the General Partner or
its delegate determines that the Partnership’s compliance with its obligations
under this Article II would be materially detrimental to the
Partnership and its Partners because such registration would (a) materially
interfere with a significant acquisition, reorganization, financing or other
similar transaction involving the Partnership, (b) require premature
disclosure of material information that the Partnership has a bona fide
business purpose for preserving as confidential or (c) render the
Partnership unable to comply with applicable securities laws, then the
Partnership shall have the right to postpone compliance with its obligations
under this Article II for a period of not more than  three months, provided, that
such right pursuant to this Section 2.03 may not be utilized more
than twice in any 12-month period.


 


Section 2.04           Sale Procedures.  In connection with its obligations under this
Article II, the Partnership will, as expeditiously as possible:


 


(a)           prepare and file with the Commission
such amendments and supplements to each Registration Statement and the
prospectus used in connection therewith as may be necessary to 


 


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keep
each Registration Statement effective for the Effectiveness Period and as may
be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such Registration
Statement;


 


(b)           if a prospectus supplement will be
used in connection with the marketing of an Underwritten Offering and the
Managing Underwriter notifies the Partnership in writing that, in the sole
judgment of such Managing Underwriter, inclusion of detailed information in
such prospectus supplement is of material importance to the success of the
Underwritten Offering of such Registrable Securities, the Partnership shall use
its commercially reasonable efforts to include such information in such
prospectus supplement;


 


(c)           furnish to each Selling Holder (i) as
far in advance as reasonably practicable before filing a Registration Statement
or any supplement or amendment thereto, upon request, copies of reasonably
complete drafts of all such documents proposed to be filed (including exhibits
and each document incorporated by reference therein to the extent then required
by the rules and regulations of the Commission), and provide each such
Selling Holder the opportunity to object to any information pertaining to such
Selling Holder and its plan of distribution that is contained therein and make
the corrections reasonably requested by such Selling Holder with respect to
such information prior to filing a Registration Statement or supplement or
amendment thereto, and (ii) such number of copies of such Registration
Statement and the prospectus included therein and any supplements and
amendments thereto as such Persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such Registration Statement;


 


(d)           if applicable, use its commercially
reasonable efforts to register or qualify the Registrable Securities covered by
a Registration Statement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership
will not be required to qualify generally to transact business in any
jurisdiction where it is not then required to so qualify or to take any action
that would subject it to general service of process in any jurisdiction where
it is not then so subject;


 


(e)           promptly notify each Selling Holder,
at any time when a prospectus is required to be delivered under the Securities
Act, of (i) the filing of a Registration Statement or any prospectus or
prospectus supplement to be used in connection therewith, or any amendment or
supplement thereto, and, with respect to such Registration Statement or any
post-effective amendment thereto, when the same has become effective; and (ii) any
written comments from the Commission with respect to any filing referred to in
clause (i) and any written request by the Commission for amendments or
supplements to a Registration Statement or any prospectus or prospectus
supplement thereto;


 


(f)            immediately notify each Selling Holder,
at any time when a prospectus is required to be delivered under the Securities
Act, of (i) the happening of any event as a result of which the prospectus
or prospectus supplement contained in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading (in the case of the prospectus contained therein, in the
light of the circumstances under which a statement is made); 


 


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(ii) the
issuance or threat of issuance by the Commission of any stop order suspending
the effectiveness of a Registration Statement, or the initiation of any
proceedings for that purpose; or (iii) the receipt by the Partnership of
any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky
laws of any jurisdiction.  Following the
provision of such notice, the Partnership agrees to, as promptly as
practicable, amend or supplement the prospectus or prospectus supplement or
take other appropriate action so that the prospectus or prospectus supplement
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and to
take such other reasonable action as is necessary to remove a stop order,
suspension, threat thereof or proceedings related thereto;


 


(g)           upon request and subject to
appropriate confidentiality obligations, furnish to each Selling Holder copies
of any and all transmittal letters or other correspondence with the Commission
or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating
to any offering of Registrable Securities;


 


(h)           in the case of an Underwritten
Offering, furnish upon request, (i) an opinion of counsel for the
Partnership dated the date of the closing under the underwriting agreement and (ii) a
“cold comfort” letter, dated the pricing date of such Underwritten Offering (to
the extent available) and a letter of like kind dated the date of the closing
under the underwriting agreement, in each case, signed by the independent
public accountants who have certified the Partnership’s financial statements
included or incorporated by reference into the applicable registration statement,
and each of the opinion and the “cold comfort” letter shall be in customary
form and covering substantially the same matters with respect to such
Registration Statement (and the prospectus and any prospectus supplement
included therein) as have been customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities by the Partnership and such other matters
as such underwriters and Selling Holders may reasonably request;


 


(i)            otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of
the Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder;


 


(j)            make available to the appropriate
representatives of the Managing Underwriter and Selling Holders access to such
information and Partnership personnel as is reasonable and customary to enable
such parties to establish a due diligence defense under the Securities Act;


 


(k)           cause all Registrable Securities
registered pursuant to this Agreement to be listed on each securities exchange
or nationally recognized quotation system on which similar securities issued by
the Partnership are then listed;


 


(l)            use its commercially reasonable
efforts to cause the Registrable Securities to be registered with or approved
by such other governmental agencies or authorities as may be 


 


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necessary
by virtue of the business and operations of the Partnership to enable the
Selling Holders to consummate the disposition of the Registrable Securities;


 


(m)          provide a transfer agent and registrar
for all Registrable Securities covered by a Registration Statement not later
than the effective date of such registration statement; and


 


(n)           enter into customary agreements and
take such other actions as are reasonably requested by the Selling Holders or
the underwriters, if any, in order to expedite or facilitate the disposition of
the Registrable Securities.


 


Each
Selling Holder, upon receipt of notice from the Partnership of the happening of
any event of the kind described in subsection (f) of this Section 2.04,
shall forthwith discontinue offers and sales of the Registrable Securities by
means of a prospectus or prospectus supplement until such Selling Holder’s
receipt of the copies of the supplemented or amended prospectus or prospectus
supplement contemplated by subsection (f) of this Section 2.04
or until it is advised in writing by the Partnership that the use of the
prospectus or prospectus supplement may be resumed, and has received copies of
any additional or supplemental filings incorporated by reference in the
prospectus or prospectus supplement.


 


Section 2.05           Cooperation by Holders.  The Partnership shall have no obligation to
include in a Registration Statement, or in an Underwritten Offering pursuant to
Section 2.02(a), Registrable Securities of a Selling Holder who has
failed to timely furnish such information that determines, after consultation
with counsel, is reasonably required in order for the Registration Statement or
prospectus or prospectus supplement, as applicable, to comply with the
Securities Act.


 


Section 2.06           Expenses.


 


(a)           Expenses.  The Partnership will pay all reasonable
Registration Expenses including in the case of an Underwritten Offering,
regardless of whether any sale is made in such Underwritten Offering. The
Selling Holder shall pay all Selling Expenses in connection with any sale of
Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08,
the Partnership shall not be responsible for legal fees incurred by Holders in connection
with the exercise of such Holders’ rights hereunder.


 


(b)           Certain Definitions.  “Registration Expenses” means all
expenses incident to the Partnership’s performance under or compliance with
this Agreement to effect the registration of Registrable Securities on a
Registration Statement pursuant to Section 2.01 and/or in
connection with an Underwritten Offering pursuant to Section 2.02(a),
and the disposition of such Registrable Securities, including, without
limitation, all registration, filing, securities exchange listing and
securities exchange fees, all registration, filing, qualification and other
fees and expenses of complying with securities or blue sky laws, fees of the
Financial Industry Regulatory Authority, fees of transfer agents and registrars,
all word processing, duplicating and printing expenses, any transfer taxes and
the fees and disbursements of counsel and independent public accountants for
the Partnership, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance.  “Selling Expenses” means 


 


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all
underwriting fees, discounts and selling commissions applicable to the sale of
Registrable Securities.


 


Section 2.07           Restrictions on Public Sale by
Holders of Registrable Securities. 
Each Holder who, along with its Affiliates, holds at least 5% of the
then outstanding Common Units, subject to adjustment pursuant to Section 3.04,
agrees to enter into a customary letter agreement with underwriters providing
such Holder will not effect any public sale or distribution of the Registrable
Securities during the 90 calendar day period beginning on the date of a
prospectus or prospectus supplement filed with the Commission with respect to
the pricing of an Underwritten Offering, provided that (i) the duration of
the foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the Partnership or the
officers, directors or any other unitholder of the Partnership on whom a
restriction is imposed and (ii) the restrictions set forth in this Section 2.07
shall not apply to any Registrable Securities that are included in such
Underwritten Offering by such Holder.


 


Section 2.08           Indemnification.


 


(a)           By the Partnership.  In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, the
Partnership will indemnify and hold harmless each Selling Holder participating
therein, its directors, officers, employees and agents, and each Person, if
any, who controls such Selling Holder within the meaning of the Securities Act
and the Securities Exchange Act of 1934 (the “Exchange Act”), and its
directors, officers, employees or agents, against any losses, claims, damages,
expenses or liabilities (including reasonable attorneys’ fees and expenses)
(collectively, “Losses”), joint or several, to which such Selling
Holder, director, officer, employee, agent or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as
such Losses (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact (in the case of any prospectus or
prospectus supplement, in the light of the circumstances under which such
statement is made) contained in a Registration Statement, any preliminary
prospectus or prospectus supplement, free writing prospectus or final
prospectus or prospectus supplement contained therein, or any amendment or
supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus or
prospectus supplement, in the light of the circumstances under which they were
made) not misleading, and will reimburse each such Selling Holder, its
directors, officers, employee and agents, and each such controlling Person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Loss or actions or proceedings as such
expenses are incurred; provided, however,
that the Partnership will not be liable in any such case if and to the extent
that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, its directors, officers,
employees and agents or such controlling Person in writing specifically for use
in a Registration Statement, or prospectus or prospectus supplement or any
amendment or supplement thereto, as applicable. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Selling Holder or any such directors, officers, employees agents or
controlling Person, and shall survive the transfer of such securities by such
Selling Holder.


 


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(b)           By Each Selling Holder.  Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless the Partnership, the General Partner,
its directors, officers, employees and agents and each Person, if any, who
controls the Partnership within the meaning of the Securities Act or of the
Exchange Act, and its directors, officers, employees and agents, to the same
extent as the foregoing indemnity from the Partnership to the Selling Holders,
but only with respect to information regarding such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for inclusion in a
Registration Statement or prospectus or prospectus supplement relating to the
Registrable Securities, or any amendment or supplement thereto; provided, however, that the liability of
each Selling Holder shall not be greater in amount than the dollar amount of
the proceeds (net of any Selling Expenses) received by such Selling Holder from
the sale of the Registrable Securities giving rise to such indemnification.


 


(c)           Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability that it may have to any indemnified party other than under this Section 2.08.  In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof.  The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section 2.08
for any legal expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel
reasonably acceptable to the indemnified party or (ii) if the defendants
in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different
from or additional to those available to the indemnifying party, or if the
interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, then the indemnified party shall have
the right to select a separate counsel and to assume such legal defense and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other reasonable expenses
related to such participation to be reimbursed by the indemnifying party as
incurred.  Notwithstanding any other
provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party.


 


(d)           Contribution.  If the indemnification provided for in this Section 2.08
is held by a court or government agency of competent jurisdiction to be
unavailable to any indemnified party or is insufficient to hold them harmless
in respect of any Losses, then each indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of
such indemnified party on the other in connection with the statements or
omissions that resulted in such Losses, as well as any 


 


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other
relevant equitable considerations; provided,
however, that in no event shall the Selling Holder be required to
contribute an aggregate amount in excess of the dollar amount of proceeds (net
of Selling Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. 
The relative fault of the indemnifying party on the one hand and the
indemnified party on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact has been made by, or
relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this paragraph were to be determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations
referred to herein.  The amount paid by
an indemnified party as a result of the Losses referred to in the first
sentence of this paragraph shall be deemed to include any legal and other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any Loss that is the subject of this paragraph. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who is
not guilty of fraudulent misrepresentation.


 


(e)           Other Indemnification.  The provisions of this Section 2.08
shall be in addition to any other rights to indemnification or contribution
that an indemnified party may have pursuant to law, equity, contract or
otherwise.


 


Section 2.09           Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the Commission that may permit the
sale of the Registrable Securities to the public without registration, the
Partnership agrees to use its commercially reasonable efforts to:


 


(a)           make and keep public information
regarding the Partnership available, as those terms are understood and defined
in Rule 144 under the Securities Act, at all times from and after the date
hereof;


 


(b)           file with the Commission in a timely
manner all reports and other documents required of the Partnership under the
Exchange Act at all times from and after the date hereof; and


 


(c)           so long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request a copy of
the most recent annual or quarterly report of the Partnership, and such other
reports and documents so filed as such Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such
Holder to sell any such securities without registration.


 


Section 2.10           Transfer or Assignment of
Registration Rights.  The rights to
cause the Partnership to register Registrable Securities granted to a Holder by
the Partnership under this Article II may be transferred or
assigned by such Holder to one or more transferee(s) or assignee(s) of
such Registrable Securities; provided,
however, that (a) unless such transferee or assignee is an
Affiliate of Holdco, each such transferee or assignee holds Registrable
Securities representing at least 500,000 of the then outstanding Registrable
Securities, subject to adjustment


 


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pursuant
to Section 3.04, (b) the Partnership is given written notice
prior to any said transfer or assignment, stating the name and address of each
such transferee or assignee and identifying the Registrable Securities with
respect to which such registration rights are being transferred or assigned,
and (c) each such transferee or assignee agrees to be bound by this
Agreement.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.01                                Communications.  All notices and other communications provided
for or permitted hereunder shall be made in writing by facsimile, electronic
mail, courier service or personal delivery:


 


(a)                                  if to Holdco:


 


Rhino
Energy Holdings LLC

c/o Wexford Capital LP

411 West Putnam Avenue


Greenwich,
Connecticut 06830


Attention:  General Counsel


Facsimile:
203-862-7312


Email:
aamron@wexford.com


 


(b)                                 if to a
transferee of Holdco, to such Holder at the address provided pursuant to Section 2.10;
and


 


(c)                                  if to the
Partnership:


 


Rhino
Resource Partners LP

424 Lewis Hargett Circle, Suite 250


Lexington,
Kentucky 40503


Attention:  General Counsel


Facsimile:
(859) 389-6588


Email:
jmiller@rhinoenergyllc.com


 


All
such notices and communications shall be deemed to have been received at the
time delivered by hand, if personally delivered; when receipt acknowledged, if
sent via facsimile or sent via electronic mail; and when actually received, if
sent by courier service or any other means.


 


Section 3.02                                Successor and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including subsequent Holders of Registrable Securities to the extent
permitted herein.


 


Section 3.03                                Assignment of
Rights.  All or any portion of the
rights and obligations of the Holders under this Agreement may be transferred
or assigned by the Holders in accordance with Section 2.10 hereof.


 


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Section 3.04                                Recapitalization,
Exchanges, Etc. Affecting the Registrable Securities.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all securities of
the Partnership or any successor or assign of the Partnership (whether by
merger, consolidation, sale of assets or otherwise) that may be issued in
respect of, in exchange for or in substitution of, the Registrable Securities,
and shall be appropriately adjusted for combinations, splits,
recapitalizations, pro rata distributions and the like occurring after the date
of this Agreement.


 


Section 3.06                                Specific
Performance.  Damages in
the event of breach of this Agreement by a party hereto may be difficult, if
not impossible, to ascertain, and it is therefore agreed that each party, in
addition to and without limiting any other remedy or right it may have, will
have the right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and enforcing specifically
the terms and provisions hereof, and each of the parties hereto hereby waives
any and all defenses it may have on the ground of lack of jurisdiction or
competence of the court to grant such an injunction or other equitable
relief.  The existence of this right will
not preclude any such party from pursuing any other rights and remedies at law
or in equity that such party may have.


 


Section 3.07                                Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Agreement.


 


Section 3.08                                Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


Section 3.09                                Governing Law.  The laws of the State of New York shall
govern this Agreement.


 


Section 3.10                                Severability of
Provisions.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting or impairing the validity or enforceability of
such provision in any other jurisdiction.


 


Section 3.11                                Scope of
Agreement.  The rights
granted pursuant to this Agreement are intended to supplement and not to reduce
or replace any rights any Holders may have under the LP Agreement with respect
to the Registrable Securities.  This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  Except as provided in the LP
Agreement, there are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the rights
granted by the Partnership set forth herein. 
Except as provided in the LP Agreement, this Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.


 


12

















 


Section 3.12                                Amendment.  This Agreement may be amended only by means
of a written amendment signed by the Partnership and the Holders of a majority
of the then-outstanding Registrable Securities; provided, however, that no such amendment shall materially
and adversely affect the rights of any Holder hereunder without the consent of
such Holder.


 


Section 3.13                                No Presumption.  If any claim is made by a party relating to
any conflict, omission, or ambiguity in this Agreement, no presumption or
burden of proof or persuasion shall be implied by virtue of the fact that this
Agreement was prepared by or at the request of a particular party or its
counsel.


 


Section 3.14                                Aggregation of
Registrable Securities.  All Registrable Securities held or
acquired by Persons who are Affiliates of one another shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.


 


Section 3.15                                Obligations Limited to
Parties to Agreement.  Each
of the parties hereto covenants, agrees and acknowledges that no Person other
than the Partnership and the Holders (and their permitted transferees and
assignees) shall have any obligation hereunder and that, notwithstanding that
one or more of the Holders may be a corporation, partnership or limited
liability company, no recourse under this Agreement or under any documents or
instruments delivered in connection herewith or therewith shall be had against
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the
Holders or any former, current or future director, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of
the foregoing, whether by the enforcement of any assessment or by any legal or
equitable proceeding, or by virtue of any applicable law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the Holders or any former, current or future
director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the foregoing, as such, for any
obligations of the Holders under this Agreement or any documents or instruments
delivered in connection herewith or therewith or for any claim based on, in
respect of or by reason of such obligation or its creation, except in each case
for any transferee or assignee of a Holder hereunder.


 


Section 3.16                                Interpretation.  All references to instruments, documents, contracts
and agreements are references to such instruments, documents, contracts and
agreements as the same may be amended, supplemented and otherwise modified from
time to time, unless otherwise specified. The word “including” shall mean “including
but not limited to.” Whenever any determination, consent or approval is to be
made or given by the Holders under this Agreement, such action shall be in the
Holders’ sole discretion unless otherwise specified.


 


13

















 


IN
WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the
date first above written.


 


 


	
   

  	
  RHINO
  RESOURCE PARTNERS LP

  
	
   

  	
  By:

  	
  Rhino
  GP LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Zatezalo

  
	
   

  	
  Name:
  

  	
  David
  Zatezalo

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RHINO
  ENERGY HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Arthur Amron

  
	
   

  	
  Name:
  

  	
  Arthur
  Amron

  
	
   

  	
  Title:

  	
  Vice
  President and Assistant Secretary

  



 


SIGNATURE PAGE

REGISTRATION RIGHTS AGREEMENT