Exhibit
4.3


 


DESCRIPTION
OF THE COMMON UNITS


 


As
of March 13, 2020, Rhino Resource Partners LP has one class of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), its common units representing limited partner interests, which are described
in this Exhibit.


 


The
Units


 


Our
Series A preferred units, common units and the subordinated units are separate classes of limited partner interests in us. The
holders of units are entitled to participate in partnership distributions and exercise the rights or privileges available to limited
partners under our partnership agreement. For a description of the relative rights and preferences of holders of Series A preferred,
common and subordinated units in and to partnership distributions, please read this section and “Provisions of Our Partnership
Agreement Relating to Cash Distributions.” For a description of other rights and privileges of limited partners under our
partnership agreement, including voting rights, please read “The Partnership Agreement.”


 


Transfer
of Common Units


 


Any
transfer of a common units will not be recorded by the transfer agent or recognized by us unless the transferee executes and delivers
a properly completed transfer application. By executing and delivering a transfer application, the transferee of common units:


 


	 	●	becomes
    the record holder of the common units and is entitled to be admitted into our partnership as a substituted limited partner;
	 	 	 
	 	●	automatically
    requests admission as a substituted limited partner in our partnership;
	 	 	 
	 	●	executes
    and agrees to be bound by the terms and conditions of our partnership agreement;
	 	 	 
	 	●	represents
    that the transferee has the capacity, power and authority to become bound by our partnership agreement;
	 	 	 
	 	●	gives
    the consents, waivers and approvals contained in our partnership agreement; and
	 	 	 
	 	●	certifies
    that the transferee is an eligible citizen.


 


An
“eligible citizen” means a person or entity qualified to hold an interest in mineral leases on federal lands. An eligible
citizen must be: (1) a citizen of the United States; (2) a corporation organized under the laws of the United States or of any
state thereof; or (3) an association of U.S. 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.


 




    	 



    	 



    

 


A
transferee that executes and delivers a properly completed transfer application will become a substituted limited partner of our
partnership for the transferred common units automatically upon the recording of the transfer on our books and records. Our general
partner will cause any transfers to be recorded on our books and records no less frequently than quarterly.


 


A
transferee’s broker, agent or nominee may, but is not obligated to, complete, execute and deliver a transfer application.
We may, at our discretion, treat the nominee holder of a common unit as the absolute owner. In that case, the beneficial holder’s
rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial
owner and the nominee holder.


 


Common
units are securities and any transfers are subject to the laws governing the transfer of securities. In addition to other rights
acquired upon transfer, the transferor gives the transferee the right to become a substituted limited partner in our partnership
for the transferred common units. A purchaser or transferee of common units who does not execute and deliver a properly completed
transfer application obtains only:


 


	 	●	the
    right to assign the common unit to a purchaser or other transferee; and
	 	 	 
	 	●	the
    right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common
    units.


 


Thus,
a purchaser or transferee of common units who does not execute and deliver a properly completed transfer application:


 


	 	●	will
    not receive cash distributions;
	 	 	 
	 	●	will
    not be allocated any of our income, gain, deduction, losses or credits for federal income tax or other tax purposes; and
	 	 	 
	 	●	may
    not receive some federal income tax information or reports furnished to record holders of common units;


 


unless
the common units are held in a nominee or “street name” account and the nominee or broker has executed and delivered
a transfer application and certification as to itself and any beneficial holders.


 


The
transferor does not have a duty to ensure the execution of the transfer application by the transferee and has no liability or
responsibility if the transferee neglects or chooses not to execute and deliver a properly completed transfer application to the
transfer agent. Please read “The Partnership Agreement—Status as Limited Partner.”


 


Until
a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the unit as the absolute
owner for all purposes, except as otherwise required by law or stock exchange regulations.


 




    	 



    	 



    

 


THE
PARTNERSHIP AGREEMENT


 


The
following is a summary of the material provisions of our partnership agreement as they relate to our common units. We will provide
prospective investors with a copy of our partnership agreement upon request at no charge.


 


We
summarize the following provisions of our partnership agreement elsewhere in this prospectus:


 


	 	●	with
    regard to the manner in which we make cash distributions to holders of our common units and other partnership securities as
    well as to our general partner in respect of its general partner interest and its incentive distribution rights, please read
    “Provisions of Our Partnership Agreement Relating to Cash Distributions;” and
	 	 	 
	 	●	with
    regard to the transfer of common units, please read “Description of the Common Units—Transfer of Common Units;”
    


 


Capital
Contributions


 


Unitholders
are not obligated to make additional capital contributions, except as described below under “—Limited Liability.”


 


Voting
Rights


 


The
following is a summary of the unitholder vote required for approval of the matters specified below. Matters that require the approval
of a “unit majority” require:


 


	 	●	during
    the subordination period, the approval of a majority of the common units (including the Series A preferred units voting on
    an as-converted basis), and a majority of the subordinated units, voting as separate classes; and
	 	 	 
	 	●	after
    the subordination period, the approval of a majority of the common units (including the Series A preferred units voting on
    an as-converted basis).


 


In
voting their common and subordinated units, our general partner and its affiliates have no fiduciary duty or obligation whatsoever
to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners.
The holders of incentive distribution rights may be entitled to vote in such capacity in certain circumstances.


 


	Issuance
    of additional units	 	No
    approval right.
	 	 	 
	Amendment
    of the Partnership Agreement	 	Certain
    amendments may be made by our general partner without the approval of the unitholders. Other amendments generally require
    the approval of a unit majority. Please read “—Amendment of the Partnership Agreement.”


 




    	 



    	 



    

 


	Merger
    of our partnership or the sale of all or substantially all of our assets	 	Unit
    majority in certain circumstances. Please read “—Merger, Consolidation, Conversion, Sale or Other Disposition
    of Assets.”
	 	 	 
	Dissolution
    of our partnership	 	Unit
    majority. Please read “—Dissolution.”
	 	 	 
	Continuation
    of our business upon dissolution	 	Unit
    majority. Please read “—Dissolution.”
	 	 	 
	Withdrawal
    of our general partner	 	Under
    most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and
    its affiliates, is required for the withdrawal of our general partner prior to September 30, 2020 in a manner that would cause
    a dissolution of our partnership. Please read “—Withdrawal or Removal of Our General Partner.”
	 	 	 
	Removal
    of our general partner	 	Not
    less than 66 2/3% of the outstanding units, voting as a single class, including units held by our general partner and its
    affiliates. Please read “—Withdrawal or Removal of Our General Partner.”
	 	 	 
	Transfer
    of our general partner interest	 	Our
    general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders
    to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially
    all of its assets to, such person. The approval of a majority of the common units, excluding common units held by our general
    partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party
    prior to September 30, 2020. 
	 	 	 
	Transfer
    of incentive distribution rights	 	No
    approval right. 
	 	 	 
	Transfer
    of ownership interests in our general partner	 	No
    approval right. 


 


If
any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of any class
of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person
or group that acquires the units from our general partner or its affiliates and any transferees of that person or group approved
by our general partner or to any person or group who acquires the units with the specific prior approval of our general partner.


 




    	 



    	 



    

 


Applicable
Law; Forum, Venue and Jurisdiction


 


Our
partnership agreement is governed by Delaware law. Our partnership agreement requires that any claims, suits, actions or proceedings:


 


	 	●	arising
    out of or relating in any way to the partnership agreement (including any claims, suits or actions to interpret, apply or
    enforce the provisions of the partnership agreement or the duties, obligations or liabilities among limited partners or of
    limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us);
	 	 	 
	 	●	brought
    in a derivative manner on our behalf;
	 	 	 
	 	●	asserting
    a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed
    by our general partner, to us or the limited partners;
	 	 	 
	 	●	asserting
    a claim arising pursuant to any provision of the Delaware Act; and
	 	 	 
	 	●	asserting
    a claim governed by the internal affairs doctrine


 


shall
be exclusively brought in the Court of Chancery of the State of Delaware, 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. By purchasing a common unit, a limited partner is irrevocably consenting to these limitations
and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware in connection with any such claims, suits, actions or proceedings.


 


Limited
Liability


 


Assuming
that a limited partner does not participate in the control of our business within the meaning of the Delaware Act and that he
otherwise acts in conformity with the provisions of the partnership agreement, his liability under the Delaware Act will be limited,
subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share
of any undistributed profits and assets. However, if it were determined that the right, or exercise of the right, by the limited
partners as a group:


 


	 	●	to
    remove or replace our general partner;
	 	 	 
	 	●	to
    approve some amendments to our partnership agreement; or
	 	 	 
	 	●	to
    take other action under our partnership agreement;


 




    	 



    	 



    

 


constituted
“participation in the control” of our business for the purposes of the Delaware Act, then the limited partners could
be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability
would extend to persons who transact business with us under the reasonable belief that the limited partner is a general partner.
Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if
a limited partner were to lose limited liability through any fault of our general partner. While this does not mean that a limited
partner could not seek legal recourse, we know of no precedent for this type of a claim in Delaware case law.


 


Under
the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of
the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which
the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the
limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides
that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets
of the limited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. The Delaware
Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution
was in violation of the Delaware Act shall be liable to the limited partnership for the amount of the distribution for three years.


 


Our
subsidiaries conduct business in eight states and we may have subsidiaries that conduct business in other states or countries
in the future. Maintenance of our limited liability as owner of our operating subsidiaries may require compliance with legal requirements
in the jurisdictions in which the operating subsidiaries conduct business, including qualifying our subsidiaries to do business
there.


 


Limitations
on the liability of members or limited partners for the obligations of a limited liability company or limited partnership have
not been clearly established in many jurisdictions. If, by virtue of our ownership interest in our subsidiaries or otherwise,
it were determined that we were conducting business in any jurisdiction without compliance with the applicable limited partnership
or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove
or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership
agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant
jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction
to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers
reasonable and necessary or appropriate to preserve the limited liability of the limited partners.


 


Issuance
of Additional Interests


 


Our
partnership agreement authorizes us to issue an unlimited number of additional partnership interests for the consideration and
on the terms and conditions determined by our general partner without the approval of the common unitholders.


 




    	 



    	 



    

 


In
accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional partnership interests
that, as determined by our general partner, may have special voting rights to which the common units are not entitled. In addition,
our partnership agreement does not prohibit our subsidiaries from issuing equity interests, which may effectively rank senior
to the common units.


 


Upon
issuance of additional partnership interests (other than the issuance of partnership interests in connection with a reset of the
incentive distribution target levels relating to our general partner’s incentive distribution rights or the issuance of
partnership interests upon conversion of outstanding partnership securities), our general partner will be entitled, but not required,
to make additional capital contributions to the extent necessary to maintain its 0.4% general partner interest in us. Our general
partner’s 0.4% interest in us will be reduced if we issue additional units in the future and our general partner does not
contribute a proportionate amount of capital to us to maintain its 0.4% general partner interest. Moreover, our general partner
will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units,
subordinated units or other partnership interests whenever, and on the same terms that, we issue partnership interests to persons
other than our general partner and its affiliates, to the extent necessary to maintain the percentage interest of the general
partner and its affiliates, including such interest represented by common and subordinated units, that existed immediately prior
to each issuance. The common unitholders will not have preemptive rights under our partnership agreement to acquire additional
common units or other partnership interests.


 


Amendment
of the Partnership Agreement


 


General


 


Amendments
to our partnership agreement may be proposed only by our general partner. However, our general partner has no duty or obligation
to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners,
including any duty to act in good faith or in the best interests of us or the limited partners. In order to adopt a proposed amendment,
other than the amendments discussed below, our general partner is required to seek written approval of the holders of the number
of units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed
amendment. Except as described below, an amendment must be approved by a unit majority.


 


Prohibited
Amendments


 


No
amendment may be made that would:


 


	 	●	enlarge
    the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of
    limited partner interests so affected; or
	 	 	 
	 	●	enlarge
    the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable
    or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which
    consent may be given or withheld in its sole discretion.


 




    	 



    	 



    

 


The
provision of our partnership agreement preventing the amendments having the effects described in the clauses above can be amended
upon the approval of the holders of at least 90.0% of the outstanding units, voting as a single class (including units owned by
our general partner and its affiliates).


 


No
Unitholder Approval


 


Our
general partner may generally make amendments to our partnership agreement without the approval of any common unitholder to reflect:


 


	 	●	a
    change in our name, the location of our principal place of business, our registered agent or our registered office;
	 	 	 
	 	●	the
    admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;
	 	 	 
	 	●	a
    change that our general partner determines to be necessary or appropriate to qualify or continue our qualification as a limited
    partnership or other entity in which the limited partners have limited liability under the laws of any state or to ensure
    that neither we nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed
    as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed);
	 	 	 
	 	●	an
    amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers,
    agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment
    Advisers Act of 1940 or “plan asset” regulations adopted under the Employee Retirement Income Security Act of
    1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;
	 	 	 
	 	●	an
    amendment that our general partner determines to be necessary or appropriate in connection with the creation, authorization
    or issuance of additional partnership interests or the right to acquire partnership interests;
	 	 	 
	 	●	any
    amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
	 	 	 
	 	●	an
    amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership
    agreement;
	 	 	 
	 	●	any
    amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment
    in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;
	 	 	 
	 	●	a
    change in our fiscal year or taxable year and related changes;



  




    	 



    	 



    

 





	 	●	conversions
    into, mergers with or conveyances to another limited liability entity that is newly formed and has no assets, liabilities
    or operations at the time of the conversion, merger or conveyance other than those it receives by way of the conversion, merger
    or conveyance; or
	 	 	 
	 	●	any
    other amendments substantially similar to any of the matters described in the clauses above.


 


In
addition, our general partner may make amendments to our partnership agreement, without the approval of any common unitholder,
if our general partner determines that those amendments:


 


	 	●	do
    not adversely affect the limited partners (or any particular class of limited partners) in any material respect;
	 	 	 
	 	●	are
    necessary or appropriate to 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;
	 	 	 
	 	●	are
    necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline
    or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;
	 	 	 
	 	●	are
    necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
	 	 	 
	 	●	are
    required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.


 


Opinion
of Counsel and Unitholder Approval


 


Any
amendment that our general partner determines adversely affects in any material respect one or more particular classes of limited
partners will require the approval of at least a majority of the class or classes so affected, but no vote will be required by
any class or classes of limited partners that our general partner determines are not adversely affected in any material respect.
Any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units
in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected.
Any amendment that would reduce the voting percentage required to take any action other than to remove the general partner or
call a meeting of unitholders is required to be approved by the affirmative vote of limited partners whose aggregate outstanding
units constitute not less than the voting requirement sought to be reduced. Any amendment that would increase the percentage of
units required to remove the general partner or call a meeting of unitholders must be approved by the affirmative vote of limited
partners whose aggregate outstanding units constitute not less than the percentage sought to be increased. For amendments of the
type not requiring unitholder approval, our general partner will not be required to obtain an opinion of counsel that an amendment
will neither result in a loss of limited liability to the limited partners nor result in our being treated as a taxable entity
for federal income tax purposes in connection with any of the amendments. No other amendments to our partnership agreement will
become effective without the approval of holders of at least 90% of the outstanding units, voting as a single class, unless we
first obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law
of any of our limited partners.


 




    	 



    	 



    

 


Merger,
Consolidation, Conversion, Sale or Other Disposition of Assets


 


A
merger, consolidation or conversion of us requires the prior consent of our general partner. However, our general partner has
no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any fiduciary duty
or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interest of us
or the limited partners.


 


In
addition, our partnership agreement generally prohibits our general partner, without the prior approval of the holders of a unit
majority, from causing us to sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction
or a series of related transactions, including by way of merger, consolidation or other combination. Our general partner may,
however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without such approval.
Our general partner may also sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances
without such approval. Finally, our general partner may consummate any merger without the prior approval of our unitholders if
we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability
and tax matters, the transaction would not result in a material amendment to the partnership agreement (other than an amendment
that the general partner could adopt without the consent of other partners), each of our units will be an identical unit of our
partnership following the transaction and the partnership securities to be issued do not exceed 20% of our outstanding partnership
interests (other than incentive distribution rights) immediately prior to the transaction.


 


If
the conditions specified in our partnership agreement are satisfied, our general partner may convert us or any of our subsidiaries
into a new limited liability entity or merge us or any of our subsidiaries into, or convey all of our assets to, a newly formed
entity, if the sole purpose of that conversion, merger or conveyance is to effect a mere change in our legal form into another
limited liability entity, we have received an opinion of counsel regarding limited liability and tax matters and the governing
instruments of the new entity provide the limited partners and our general partner with the same rights and obligations as contained
in our partnership agreement. Our unitholders are not entitled to dissenters’ rights of appraisal under our partnership
agreement or applicable Delaware law in the event of a conversion, merger or consolidation, a sale of substantially all of our
assets or any other similar transaction or event.


 







    	 



    	 



    

 


Dissolution


 


We
will continue as a limited partnership until dissolved under our partnership agreement. We will dissolve upon:



 


	 	●	the
    election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;
	 	 	 
	 	●	there
    being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law;
	 	 	 
	 	●	the
    entry of a decree of judicial dissolution of our partnership; or
	 	 	 
	 	●	the
    withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other
    than by reason of a transfer of its general partner interest in accordance with our partnership agreement or its withdrawal
    or removal following the approval and admission of a successor.


 


Upon
a dissolution under the last clause above, the holders of a unit majority may also elect, within specific time limitations, to
continue our business on the same terms and conditions described in our partnership agreement by appointing as a successor general
partner an entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel
to the effect that:


 


	 	●	the
    action would not result in the loss of limited liability under Delaware law of any limited partner; and
	 	 	 
	 	●	neither
    our partnership nor any of our subsidiaries 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 that right to continue (to the extent not already so treated
    or taxed).


 


Liquidation
and Distribution of Proceeds


 


Upon
our dissolution, unless our business is continued, the liquidator authorized to wind up our affairs will, acting with all of the
powers of our general partner that are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation
as described in “Provisions of Our Partnership Agreement Relating to Cash Distributions—Distributions of Cash Upon
Liquidation.” The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute
assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to our partners.


 


Withdrawal
or Removal of Our General Partner


 


Except
as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to September 30, 2020
without obtaining the approval of the holders of at least a majority of the outstanding common units, including the Series A preferred
units voting on an as-converted basis but excluding common units held by our general partner and its affiliates, and furnishing
an opinion of counsel regarding limited liability and tax matters. On or after September 30, 2020, our general partner may withdraw
as general partner without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal
will not constitute a violation of our partnership agreement. Notwithstanding the information above, our general partner may withdraw
without unitholder approval upon 90 days’ notice to the limited partners if at least 50% of the outstanding common units
are held or controlled by one person and its affiliates, other than our general partner and its affiliates. In addition, our partnership
agreement permits our general partner, in some instances, to sell or otherwise transfer all of its general partner interest in
us without the approval of the unitholders. Please read “—Transfer of General Partner Interest.”


 




    	 



    	 



    

 


Upon
withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of all
or a part of its general partner interest in us, the holders of a unit majority may select a successor to that withdrawing general
partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot
be obtained, we will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, the holders
of a unit majority agree in writing to continue our business and to appoint a successor general partner. Please read “—Dissolution.”


 


Our
general partner may not be removed unless that removal is approved by the vote of the holders of not less than 66 2/3% of the
outstanding units, voting together as a single class, including units held by our general partner and its affiliates, and we receive
an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval
of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a class, and
the outstanding subordinated units, voting as a class. The ownership of more than 33 1/3% of the outstanding units by our general
partner and its affiliates gives them the ability to prevent our general partner’s removal.


 


Our
partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause
does not exist:


 


	 	●	all
    subordinated units held by any person who did not, and whose affiliates did not, vote any units in favor of the removal of
    the general partner, will immediately and automatically convert into common units on a one-for-one basis; and
	 	 	 
	 	●	if
    all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units
    will be extinguished and the subordination period will end.


 


In
the event of the removal of our general partner under circumstances where cause exists or withdrawal of our general partner where
that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner
interest and incentive distribution rights of the departing general partner and its affiliates for a cash payment equal to the
fair market value of those interests. Under all other circumstances where our general partner withdraws or is removed by the limited
partners, the departing general partner will have the option to require the successor general partner to purchase the general
partner interest and the incentive distribution rights of the departing general partner and its affiliates for fair market value.
In each case, this fair market value will be determined by agreement between the departing general partner and the successor general
partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing
general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and
the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each
of them will determine the fair market value.


 




    	 



    	 



    

 


If
the option described above is not exercised by either the departing general partner or the successor general partner, the departing
general partner’s general partner interest and all its and its affiliates’ incentive distribution rights will automatically
convert into common units equal to the fair market value of those interests as determined by an investment banking firm or other
independent expert selected in the manner described in the preceding paragraph.


 


In
addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including,
without limitation, all employee-related liabilities, including severance liabilities, incurred as a result of the termination
of any employees employed for our benefit by the departing general partner or its affiliates.


 


Change
of Management Provisions


 


Our
partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove
Rhino GP LLC as our general partner or from otherwise changing our management. Please read “—Withdrawal or Removal
of Our General Partner” for a discussion of certain consequences of the removal of our general partner. If any person or
group, other than our general partner and its affiliates, acquires beneficial ownership of 20% or more of any class of units,
that person or group loses voting rights on all of its units. This loss of voting rights does not apply in certain circumstances.
Please read “—Meetings; Voting.”


 


Limited
Call Right


 


If
at any time our general partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests
of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or beneficial
owners or to us, to acquire all, but not less than all, of the limited partner interests of the class held by unaffiliated persons,
as of a record date to be selected by our general partner, on at least 10, but not more than 60, days’ notice. The purchase
price in the event of this purchase is the greater of:


 


	 	●	the
    highest price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased
    within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited
    partner interests; and
	 	 	 
	 	●	the
    average of the daily closing prices of the partnership securities of such class over the 20 trading days preceding the date
    three days before the date the notice is mailed.


 


As
a result of our general partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests
may have his limited partner interests purchased at an undesirable time or at a price that may be lower than market prices at
various times prior to such purchase or lower than a unitholder may anticipate the market price to be in the future. The tax consequences
to a unitholder of the exercise of this call right are the same as a sale by that unitholder of his common units in the market.
Please read “Material Tax Consequences—Disposition of Common Units.”


 




    	 



    	 



    

 


Non-Taxpaying
Holders; Redemption


 


To
avoid any adverse effect on the maximum applicable rates chargeable to customers by our subsidiaries, or in order to reverse an
adverse determination that has occurred regarding such maximum rate, our partnership agreement provides our general partner the
power to amend the agreement. If our general partner, with the advice of counsel, determines that our not being treated as an
association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes, coupled with the
tax status (or lack of proof thereof) of one or more of our limited partners, has, or is reasonably likely to have, a material
adverse effect on the maximum applicable rates chargeable to customers by our subsidiaries, then our general partner may adopt
such amendments to our partnership agreement as it determines necessary or advisable to:


 


	 	●	obtain
    proof of the U.S. federal income tax status of our limited partners (and their owners, to the extent relevant); and
	 	 	 
	 	●	permit
    us to redeem the units held by any person whose tax status has or is reasonably likely to have a material adverse effect on
    the maximum applicable rates or who fails to comply with the procedures instituted by our general partner to obtain proof
    of the U.S. federal income tax status. The redemption price in the case of such a redemption will be the average of the daily
    closing prices per unit for the 20 consecutive trading days immediately prior to the date set for redemption.


 


Ineligible
Citizens; Redemption


 


To
comply with certain U.S. laws relating to the ownership of interests in mineral leases on federal lands, investors are required
to fill out a properly completed transfer application certifying, and our general partner, acting on our behalf, may at any time
require each unitholder to re-certify that the unitholder is an eligible citizen (meaning a person or entity qualified to hold
an interest in mineral leases on federal lands). As of the date of this prospectus, an eligible citizen must be: (1) a citizen
of the United States; (2) a corporation organized under the laws of the United States or of any state thereof; or (3) an association
of U.S. 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 and only for so long
as the alien is not from a country that the U.S. federal government regards as denying similar privileges to citizens or corporations
of the United States. This certification can be changed in any manner our general partner determines is necessary or appropriate
to implement its original purpose.


 




    	 



    	 



    

 


If
a transferee or unitholder, as the case may be:


 


	 	●	fails
    to furnish a transfer application containing the required certification;
	 	 	 
	 	●	fails
    to furnish a re-certification containing the required certification within 30 days after request; or
	 	 	 
	 	●	provides
    a false certification;


 


then,
as the case may be, such transfer will, to the fullest extent permitted by law, be void or we will have the right to acquire all
but not less than all of the units held by such unitholder. Further, the units will not be entitled to any voting rights while
held by such unitholder.


 


The
purchase price will be paid in cash or by delivery of a promissory note, as determined by our general partner. Any such promissory
note will bear interest at the rate of 5% annually and be payable in three equal annual installments of principal and accrued
interest, commencing one year after the redemption date.


 


Meetings;
Voting


 


Except
as described below regarding a person or group owning 20% or more of any class of units then outstanding, record holders of units
on the record date are entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which
approvals may be solicited.


 


Our
general partner does not anticipate that any meeting of our unitholders will be called in the foreseeable future. Any action that
is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting
if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take
that action at a meeting. Meetings of the unitholders may be called by our general partner or by unitholders owning at least 20%
of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings.
The holders of a majority of the outstanding units of the class or classes for which a meeting has been called, represented in
person or by proxy, will constitute a quorum, unless any action by the unitholders requires approval by holders of a greater percentage
of the units, in which case the quorum will be the greater percentage.


 


Each
record holder of a unit has a vote according to his percentage interest in us, although additional limited partner interests having
special voting rights could be issued. Please read “—Issuance of Additional Interests.” However, if at any time
any person or group, other than our general partner and its affiliates, or a direct or subsequently approved transferee of our
general partner or its affiliates and purchasers specifically approved by our general partner, acquires, in the aggregate, beneficial
ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units
and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of
unitholders, calculating required votes, determining the presence of a quorum or for other similar purposes. Common units held
in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial
owner unless the arrangement between the beneficial owner and his nominee provides otherwise. Except as our partnership agreement
otherwise provides, subordinated units will vote together with common units, as a single class.


 




    	 



    	 



    

 


Any
notice, demand, request, report or proxy material required or permitted to be given or made to record common unitholders under
our partnership agreement will be delivered to the record holder by us or by the transfer agent.


 


Voting
Rights of Incentive Distribution Rights


 


If
a majority of the incentive distribution rights are held by our general partner and its affiliates, the holders of the incentive
distribution rights will have no right to vote in respect of such rights on any matter, unless otherwise required by law, and
the holders of the incentive distribution rights shall be deemed to have approved any matter approved by our general partner.


 


If
less than a majority of the incentive distribution rights are held by our 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
our 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. The relative voting power of the holders of the incentive distribution rights and the subordinated units
or common units, depending on which class the holders of incentive distribution rights are voting with, 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.


 


Status
as Limited Partner


 


By
transfer of common units in accordance with our partnership agreement, each transferee of common units shall be admitted as a
limited partner with respect to the common units transferred when such transfer and admission are reflected in our books and records.
Except as described under “—Limited Liability,” the common units will be fully paid, and unitholders will not
be required to make additional contributions.


 


Registration
Rights


 


Under
our partnership agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws
any common units, subordinated units or other limited partner interests proposed to be sold by our general partner or any of its
affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration
rights continue for two years following any withdrawal or removal of our general partner. We are obligated to pay all expenses
incidental to the registration, excluding underwriting discounts.


 


In
addition, we are party to a registration rights agreement with Royal Energy Resources, Inc., the owner of our general partner,
which gives Royal Energy Resources, Inc. piggyback registration rights under certain circumstances. The registration rights agreement
also includes provisions dealing with indemnification and contribution and allocation of expenses. These registration rights are
transferable to affiliates of Royal Energy Resources, Inc and, with our consent, to third parties.


 




    	 



    	 



    

 


PROVISIONS
OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS


 


Set
forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.


 


Distributions
of Available Cash


 


General


 


Our
partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to
unitholders of record on the applicable record date.


 


Definition
of Available Cash


 


Available
cash, for any quarter, consists of all cash and cash equivalents on hand at the end of that quarter:


 


	 	●	less,
    the amount of cash reserves established by our general partner to:
	 	 	 
	 	●	provide
    for the proper conduct of our business;
	 	 	 
	 	●	comply
    with applicable law, any of our debt instruments or other agreements, including distributions payable in respect of our Series
    A preferred units pursuant to our Partnership Agreement; or
	 	 	 
	 	●	provide
    funds for distributions to our unitholders for any one or more of the next four quarters (provided that our general partner
    may not establish cash reserves for future distributions unless it determines that the establishment of reserves will not
    prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages for such
    quarter);
	 	 	 
	 	●	plus,
    if our general partner so determines, all or a portion of cash on hand on the date of determination of available cash for
    the quarter resulting from working capital borrowings made after the end of the quarter.


 


The
purpose and effect of the last bullet point above is to allow our general partner, if it so decides, to use cash from working
capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter
to pay distributions to unitholders. Under our partnership agreement, working capital borrowings are borrowings that are made
under a credit agreement, commercial paper facility or similar financing arrangement, and in all cases are used solely for working
capital purposes or to pay distributions to partners and with the intent of the borrower to repay such borrowings within twelve
months from sources other than additional working capital borrowings. We may borrow funds to pay quarterly distributions to our
unitholders.


 




    	 



    	 



    

 


Distributions
of the Minimum Quarterly Distribution


 


We
will distribute to the holders of common and subordinated units on a quarterly basis the minimum quarterly distribution of $4.45
per unit, or $17.80 on an annualized basis, to the extent we have sufficient cash from our operations after establishment of cash
reserves and payment of fees and expenses, including payments to our general partner and its affiliates. However, there is no
guarantee that we will pay the minimum quarterly distribution on the units in any quarter. Even if our cash distribution policy
is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined
by our general partner, taking into consideration the terms of our partnership agreement.


 


General
Partner Interest and Incentive Distribution Rights


 


Our
general partner is entitled to 0.4% of all distributions that we make prior to our liquidation. Our general partner has the right,
but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest.
Our general partner’s 0.4% interest in our distributions may be reduced if we issue additional limited partner units in
the future, and our general partner does not contribute a proportionate amount of capital to us to maintain its 0.4% general partner
interest.


 


Our
general partner also currently holds incentive distribution rights that entitle it to receive increasing percentages (up to a
maximum of 48.4%) of the cash we distribute from operating surplus (as defined below) in excess of $4.45 per unit per quarter.
We view these distributions as an incentive fee, providing our general partner with a direct financial incentive to expand the
profitability of our business to enable us to increase distributions to our limited partners. The maximum distribution of 48.4%
includes distributions paid to our general partner on its 0.4% general partner interest and assumes that our general partner maintains
its general partner interest at 0.4%. The maximum distribution of 48.4% does not include any distributions that our general partner
may receive on any limited partner units that it owns.


 


Operating
Surplus and Capital Surplus


 


General


 


All
cash distributed is characterized as either “operating surplus” or “capital surplus.” Our partnership
agreement requires that we distribute available cash from operating surplus differently than available cash from capital surplus.


 


Operating
Surplus


 


Operating
surplus consists of:


 





	 	●	$25.0 million (as described below); plus
	 	 	 
	 	●	all of our cash receipts after the closing of our IPO, excluding cash from interim capital transactions, which include the following:




 





	 	●	borrowings that are not working capital borrowings;
	 	 	 
	 	●	sales of equity and debt securities;







 





			




    	 



    	 



    

 


	 	●	sales
    or other dispositions of assets outside the ordinary course of business; and
	 	 	 
	 	●	capital
    contributions received;


 


provided
that cash receipts from the termination of a commodity hedge or interest rate hedge prior to its specified termination date shall
be included in operating surplus in equal quarterly installments over the remaining scheduled life of such commodity hedge or
interest rate hedge; plus


 


	 	●	working
    capital borrowings made after the end of a period but on or before the date of determination of operating surplus for the
    period; plus
	 	 	 
	 	●	cash
    distributions paid on equity issued (including incremental distributions on incentive distribution rights) to finance all
    or a portion of expansion capital expenditures in respect of the period from such financing until the earlier to occur of
    the date the capital asset commences commercial service and the date that it is abandoned or disposed of; plus
	 	 	 
	 	●	cash
    distributions paid on equity issued by us (including incremental distributions on incentive distribution rights) to pay the
    construction period interest on debt incurred, or to pay construction period distributions on equity issued, to finance the
    expansion capital expenditures referred to above; less
	 	 	 
	 	●	all
    of our operating expenditures (as defined below) after the closing of our IPO; less
	 	 	 
	 	●	the
    amount of cash reserves established by our general partner to provide funds for future operating expenditures; less
	 	 	 
	 	●	all
    working capital borrowings not repaid within twelve months after having been incurred or repaid within such twelve-month period
    with the proceeds of additional working capital borrowings; less
	 	 	 
	 	●	any
    loss realized on disposition of an investment capital expenditure.


 


As
described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders
and is not limited to cash generated by our operations. For example, it includes $25.0 million that enables us, if we choose,
to distribute as operating surplus cash we receive from non-operating sources such as asset sales, issuances of securities and
long-term borrowings that would otherwise be distributed as capital surplus. In addition, the effect of including, as described
above, certain cash distributions on equity interests in operating surplus will be to increase operating surplus by the amount
of any such cash distributions. As a result, we may also distribute as operating surplus up to the amount of any such cash that
we receive from non-operating sources.


 




    	 



    	 



    

 


The
proceeds of working capital borrowings increase operating surplus and repayments of working capital borrowings are generally operating
expenditures, as described below, and thus reduce operating surplus when made. However, if a working capital borrowing is not
repaid during the twelve-month period following the borrowing, it will be deemed repaid at the end of such period, thus decreasing
operating surplus at such time. When such working capital borrowing is in fact repaid, it will be excluded from operating expenditures
because operating surplus will have been previously reduced by the deemed repayment.


 


We
define operating expenditures in the partnership agreement, and it generally means all of our cash expenditures, including, but
not limited to, taxes, reimbursement of expenses to our general partner or its affiliates, payments made under interest rate hedge
agreements or commodity hedge agreements (provided that (1) with respect to amounts paid in connection with the initial purchase
of an interest rate hedge contract or a commodity hedge contract, such amounts will be amortized over the life of the applicable
interest rate hedge contract or commodity hedge contract and (2) payments made in connection with the termination of any interest
rate hedge contract or commodity hedge contract prior to the expiration of its stipulated settlement or termination date will
be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such interest rate
hedge contract or commodity hedge contract), officer compensation, repayment of working capital borrowings, debt service payments
and estimated maintenance capital expenditures (as discussed in further detail below), provided that operating expenditures do
not include:


 


	 	●	repayment
    of working capital borrowings deducted from operating surplus pursuant to the penultimate bullet point of the definition of
    operating surplus above when such repayment actually occurs;
	 	 	 
	 	●	payments
    (including prepayments and prepayment penalties) of principal of and premium on indebtedness, other than working capital borrowings;
	 	 	 
	 	●	expansion
    capital expenditures;
	 	 	 
	 	●	actual
    maintenance capital expenditures (as discussed in further detail below);
	 	 	 
	 	●	investment
    capital expenditures;
	 	 	 
	 	●	payment
    of transaction expenses relating to interim capital transactions;
	 	 	 
	 	●	distributions
    to our partners (including distributions in respect of our incentive distribution rights); or
	 	 	 
	 	●	repurchases
    of equity interests except to fund obligations under employee benefit plans.


 


Capital
Surplus


 


Capital
surplus is defined in our partnership agreement as any distribution of available cash in excess of our operating surplus. Accordingly,
capital surplus would generally be generated by:


 


	 	●	borrowings
    other than working capital borrowings;



 




    	 



    	 



    

 


	 	●	sales
    of our equity and debt securities; and
	 	 	 
	 	●	sales
    or other dispositions of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary
    course of business or as part of normal retirement or replacement of assets.




 


All
available cash distributed by us on any date from any source will be treated as distributed from operating surplus until the sum
of all available cash distributed since the closing of our IPO equals the operating surplus from the closing of our IPO through
the end of the quarter immediately preceding that distribution. Any excess available cash distributed by us on that date will
be deemed to be capital surplus.


 


Characterization
of Cash Distributions


 


Our
partnership agreement requires that we treat all available cash distributed as coming from operating surplus until the sum of
all available cash distributed since the closing of our IPO equals the operating surplus from the closing of our IPO through the
end of the quarter immediately preceding that distribution. Our partnership agreement requires that we treat any amount distributed
in excess of operating surplus, regardless of its source, as capital surplus. We do not anticipate that we will make any distributions
from capital surplus.


 


Capital
Expenditures


 


Estimated
maintenance capital expenditures reduce operating surplus, but expansion capital expenditures, actual maintenance capital expenditures
and investment capital expenditures do not. Maintenance capital expenditures are those capital expenditures required to maintain
our long-term operating capacity. Examples of maintenance capital expenditures include expenditures associated with the replacement
of equipment and coal reserves, whether through the expansion of an existing mine or the acquisition or development of new reserves,
to the extent such expenditures are made to maintain our long-term operating capacity. Maintenance capital expenditures also include
interest (and related fees) on debt incurred and distributions on equity issued (including incremental distributions on incentive
distribution rights) to finance all or any portion of the construction or development of a replacement asset that is paid in respect
of the period that begins when we enter into a binding obligation to commence constructing or developing a replacement asset and
ending on the earlier to occur of the date that any such replacement asset commences commercial service and the date that it is
abandoned or disposed of. Capital expenditures made solely for investment purposes are not considered maintenance capital expenditures.


 


Because
our maintenance capital expenditures can be irregular, the amount of our actual maintenance capital expenditures may differ substantially
from period to period, which could cause similar fluctuations in the amounts of operating surplus, adjusted operating surplus
and cash available for distribution to our unitholders if we subtracted actual maintenance capital expenditures from operating
surplus.


 




    	 



    	 



    

 


Our
partnership agreement requires that an estimate of the average quarterly maintenance capital expenditures necessary to maintain
our operating capacity over the long-term be subtracted from operating surplus each quarter as opposed to the actual amounts spent.
The amount of estimated maintenance capital expenditures deducted from operating surplus for those periods will be subject to
review and change by our general partner at least once a year, provided that any change is approved by our conflicts committee.
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 our maintenance capital expenditures, such as a major acquisition or the introduction of new governmental regulations
that will impact our business. Our partnership agreement does not cap the amount of maintenance capital expenditures that our
general partner may estimate. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective
only. For a discussion of the amounts we have allocated toward estimated maintenance capital expenditures, please read “Cash
Distribution Policy and Restrictions on Distributions.”


 


The
use of estimated maintenance capital expenditures in calculating operating surplus has the following effects:


 


	 	●	it
    reduces the risk that maintenance capital expenditures in any one quarter will be large enough to render operating surplus
    less than the initial quarterly distribution to be paid on all the units for the quarter and subsequent quarters;
	 	 	 
	 	●	it
    increases our ability to distribute as operating surplus cash we receive from non-operating sources; and
	 	 	 
	 	●	it
    is more difficult for us to raise our distribution above the minimum quarterly distribution and pay incentive distributions
    on the incentive distribution rights held by our general partner.


 


Expansion
capital expenditures are those capital expenditures that we expect will increase our operating capacity over the long term. Examples
of expansion capital expenditures include the acquisition of reserves, equipment or a new mine or the expansion of an existing
mine, to the extent such capital expenditures are expected to expand our long-term operating capacity. Expansion capital expenditures
will also include interest (and related fees) on debt incurred and distributions on equity issued (including incremental distributions
on incentive distribution rights) to finance all or any portion of the construction of such capital improvement in respect of
the period that commences when we enter into a binding obligation to commence construction of a capital improvement and ending
on the earlier to occur of the date any such capital improvement commences commercial service and the date that it is disposed
of or abandoned. Capital expenditures made solely for investment purposes are not considered expansion capital expenditures.


 


Investment
capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures.
Investment capital expenditures largely consist of capital expenditures made for investment purposes. Examples of investment capital
expenditures include traditional capital expenditures for investment purposes, such as purchases of securities, as well as other
capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of
a capital asset for investment purposes or development of assets that are in excess of the maintenance of our existing operating
capacity, but which are not expected to expand, for more than the short term, our operating capacity.


 




    	 



    	 



    

 


As
described below, neither investment capital expenditures nor expansion capital expenditures are included in operating expenditures,
and thus do not reduce operating surplus. Because expansion capital expenditures include interest payments (and related fees)
on debt incurred to finance all or a portion of the construction, replacement or improvement of a capital asset during the period
that begins when we enter into a binding obligation to commence construction of a capital improvement and ending on the earlier
to occur of the date any such capital asset commences commercial service and the date that it is abandoned or disposed of, such
interest payments also do not reduce operating surplus. Losses on disposition of an investment capital expenditure will reduce
operating surplus when realized and cash receipts from an investment capital expenditure will be treated as a cash receipt for
purposes of calculating operating surplus only to the extent the cash receipt is a return on principal.


 


Capital
expenditures that are made in part for maintenance capital purposes, investment capital purposes and/or expansion capital purposes
will be allocated as maintenance capital expenditures, investment capital expenditures or expansion capital expenditure by our
general partner.


 


Subordination
Period


 


General


 


Our
partnership agreement provides that, during the subordination period (which we define below), the common units will have the right
to receive distributions of available cash from operating surplus each quarter in an amount equal to $4.45 per common unit, which
amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the
minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating
surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time,
referred to as the subordination period, the subordinated units will not be entitled to receive any distributions from operating
surplus until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum
quarterly distribution from prior quarters. Furthermore, no arrearages will be paid on the subordinated units. The practical effect
of the subordinated units is to increase the likelihood that during the subordination period there will be sufficient available
cash from operating surplus to pay the minimum quarterly distribution on the common units.


 


Subordination
Period


 


Except
as described below, the subordination period will expire on the first business day after the distribution to unitholders in respect
of any quarter, beginning with the quarter ending September 30, 2013, if each of the following has occurred:


 


	 	●	distributions
    of available cash from operating surplus on each of the outstanding common and subordinated units and the general partner
    interest equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter
    periods immediately preceding that date;



 




    	 



    	 



    

 


	 	●	the
    “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping
    four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distribution on
    all of the outstanding common and subordinated units and the general partner interest during those periods on a fully diluted
    weighted average basis; and
	 	 	 
	 	●	there
    are no arrearages in payment of the minimum quarterly distribution on the common units.





 


Early
Termination of Subordination Period


 


Notwithstanding
the foregoing, the subordination period will automatically terminate on the first business day after the distribution to unitholders
in respect of any quarter, if each of the following has occurred:


 


	 	●	distributions
    of available cash from operating surplus on each of the outstanding common and subordinated units and the general partner
    interest equaled or exceeded $26.70 (150.0% of the annualized minimum quarterly distribution) for the four-quarter period
    immediately preceding that date;
	 	 	 
	 	●	the
    “adjusted operating surplus” (as defined below) generated during the four-quarter period immediately preceding
    that date equaled or exceeded the sum of $26.70 (150.0% of the annualized minimum quarterly distribution) on all of the outstanding
    common and subordinated units and the general partner interest on a fully diluted weighted average basis and the related distribution
    on the incentive distribution rights; and
	 	 	 
	 	●	there
    are no arrearages in payment of the minimum quarterly distributions on the common units.


 


Since
our revenue and cash available for distribution will likely fluctuate over time as a result of changes in coal prices as well
as other factors, the board of directors of our general partner expects to reserve, in lieu of distributing, all or a portion
of any cash generated in excess of the amount sufficient to pay the full minimum quarterly distribution on all units, as a whole,
to allow us to maintain and to gradually increase our quarterly cash distributions.


 


Expiration
Upon Removal of the General Partner


 


In
addition, if the unitholders remove our general partner other than for cause


 


	 	●	the
    subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis,
    provided: (1) neither such person nor any of its affiliates voted any of its units in favor of the removal and (2) such person
    is not an affiliate of the successor general partner; and



 







    	 



    	 



    

 


	 	●	if
    all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units
    will be extinguished and the subordination period will end.



 


Expiration
of the Subordination Period


 


When
the subordination period ends, each outstanding subordinated unit will convert into one common unit and will then participate
pro-rata with the other common units in distributions of available cash.


 


Adjusted
Operating Surplus


 


Adjusted
operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes
net increases in working capital borrowings and net drawdowns of reserves of cash generated in prior periods. Adjusted operating
surplus consists of:


 


operating
surplus generated with respect to that period (excluding any amounts attributable to the items described in the first bullet point
under “—Operating Surplus and Capital Surplus—Operating Surplus” above); less


 


	 	●	any
    net increase in working capital borrowings with respect to that period; less
	 	 	 
	 	●	any
    net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure
    made with respect to that period; plus
	 	 	 
	 	●	any
    net decrease in working capital borrowings with respect to that period; plus
	 	 	 
	 	●	any
    net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the
    repayment of principal, interest or premium; plus
	 	 	 
	 	●	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 of adjusted operating surplus in subsequent periods pursuant
    to the third bullet point above.


 


Distributions
of Available Cash From Operating Surplus During the Subordination Period


 


Our
partnership agreement requires that we make distributions of available cash from operating surplus for any quarter during the
subordination period in the following manner:


 


	 	●	first,
    99.6% to the common unitholders, pro rata, and 0.4% to our general partner, until we distribute for each common unit an amount
    equal to the minimum quarterly distribution for that quarter;
	 	 	 
	 	●	second,
    99.6% to the common unitholders, pro rata, and 0.4% to our general partner, until we distribute for each common unit an amount
    equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during
    the subordination period;


 




    	 



    	 



    

 


	 	●	third,
    99.6% to the subordinated unitholders, pro rata, and 0.4% to our general partner, until we distribute for each subordinated
    unit an amount equal to the minimum quarterly distribution for that quarter; and
	 	 	 
	 	●	thereafter,
    in the manner described in “—General Partner Interest and Incentive Distribution Rights” below.


 


The
preceding discussion is based on the assumptions that our general partner maintains its 0.4% general partner interest and that
we do not issue additional classes of equity interests.


 


Distributions
of Available Cash From Operating Surplus After the Subordination Period


 


Our
partnership agreement requires that we make distributions of available cash from operating surplus for any quarter after the subordination
period in the following manner:


 


	 	●	first,
    99.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until we
    distribute for each unit an amount equal to the minimum quarterly distribution for that quarter; and
	 	 	 
	 	●	thereafter,
    in the manner described in “—General Partner Interest and Incentive Distribution Rights” below.


 


The
preceding discussion is based on the assumptions that our general partner maintains its 0.4% general partner interest and that
we do not issue additional classes of equity interests.


 


General
Partner Interest and Incentive Distribution Rights


 


Our
general partner is entitled to 0.4% of all distributions that we make prior to our liquidation and has the right, but not the
obligation, to contribute a proportionate amount of capital to us to maintain its 0.4% general partner interest if we issue additional
units. Our general partner’s 0.4% interest, and the percentage of our cash distributions to which it is entitled, will be
proportionately reduced if we issue additional units in the future (other than the issuance of common units upon conversion of
outstanding subordinated units) and it does not contribute a proportionate amount of capital to us in order to maintain its 0.4%
general partner interest. Our partnership agreement does not require that the general partner fund its capital contribution with
cash and our general partner may fund its capital contribution by the contribution to us of cash, common units or other property.


 


Incentive
distribution rights represent the right to receive an increasing percentage (13.0%, 23.0% and 48.0%, in each case, not including
distributions paid to the general partner on its 0.4% general partner interest) of quarterly distributions of available cash from
operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general
partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest,
subject to restrictions in the partnership agreement. We view distributions on the incentive distribution rights as an incentive
fee, providing our general partner with a direct financial incentive to expand the profitability of our business to enable us
to increase distributions to our limited partners.


 




    	 



    	 



    

 


The
following discussion assumes that our general partner maintains its 0.4% general partner interest, that there are no arrearages
on common units and that our general partner continues to own the incentive distribution rights.


 


If
for any quarter:


 


	 	●	we
    have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
	 	 	 
	 	●	we
    have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly distribution;


 


then,
our partnership agreement requires that we distribute any additional available cash from operating surplus for that quarter among
the unitholders and the general partner in the following manner:


 


	 	●	first,
    99.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until each
    unitholder receives a total of $5.1175 per unit for that quarter (the “first target distribution”);
	 	 	 
	 	●	second,
    86.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 13.4% to our general partner, until each
    unitholder receives a total of $5.5625 per unit for that quarter (the “second target distribution”);
	 	 	 
	 	●	third,
    76.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 23.4% to our general partner, until each
    unitholder receives a total of $6.675 per unit for that quarter (the “third target distribution”); and
	 	 	 
	 	●	thereafter,
    51.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 48.4% to our general partner.


 


Percentage
Allocations of Available Cash From Operating Surplus


 


The
following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our
general partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest
in Distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating
surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Per Unit.”
The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable
to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below
for our general partner include distributions paid on its 0.4% general partner interest, assume our general partner has contributed
any additional capital to maintain its 0.4% general partner interest and has not transferred its incentive distribution rights
and there are no arrearages on common units.


 




    	 



    	 



    

 


 


	 	 	 	 	Marginal Percentage 
Interest in Distributions	 
	 	 	Total Quarterly 
Distribution Per Unit	 	Unitholders	 	 	General 
Partner	 
	Minimum Quarterly Distribution	 	$4.45	 	 	99.6	%	 	 	0.4	%
	First Target Distribution	 	up to $5.1175	 	 	99.6	%	 	 	0.4	%
	Second Target Distribution	 	above $5.1175 up to $5.5625	 	 	86.6	%	 	 	13.4	%
	Third Target Distribution	 	above $5.5625 up to $6.675	 	 	76.6	%	 	 	23.4	%
	Thereafter	 	above $6.675	 	 	51.6	%	 	 	48.4	%



 


General
Partner’s Right to Reset Incentive Distribution Levels


 


Our
general partner, as the holder of our incentive distribution rights, has the right under our partnership agreement to elect to
relinquish the right to receive incentive distribution payments based on the initial cash target distribution levels and to reset,
at higher levels, the minimum quarterly distribution amount and cash target distribution levels upon which the incentive distribution
payments to our general partner would be set. If our general partner transfers all or a portion of our incentive distribution
rights in the future, then the holder or holders of a majority of our incentive distribution rights will be entitled to exercise
this right. The following discussion assumes that our general partner holds all of the incentive distribution rights at the time
that a reset election is made. The right to reset the minimum quarterly distribution amount and the target distribution levels
upon which the incentive distributions are based may be exercised, without approval of our unitholders or the conflicts committee
of our general partner, at any time when there are no subordinated units outstanding and we have made cash distributions to the
holders of the incentive distribution rights at the highest level of incentive distribution for each of the prior four consecutive
fiscal quarters. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum
quarterly distribution amount and the target distribution levels prior to the reset such that there will be no incentive distributions
paid under the reset target distribution levels until cash distributions per unit following this event increase as described below.
We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth
projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing
levels of incentive distribution payments being made to our general partner.


 


In
connection with the resetting of the minimum quarterly distribution amount and the target distribution levels and the corresponding
relinquishment by our general partner of incentive distribution payments based on the target cash distributions prior to the reset,
our general partner will be entitled to receive a number of newly issued common units based on a predetermined formula described
below that takes into account the “cash parity” value of the average cash distributions related to the incentive distribution
rights received by our general partner for the two quarters prior to the reset event as compared to the average cash distributions
per common unit during this period. In addition, our general partner will be issued a general partner interest necessary to maintain
its general partner interest in us immediately prior to the reset election.


 




    	 



    	 



    

 


The
number of common units that our general partner would be entitled to receive from us in connection with a resetting of the minimum
quarterly distribution amount and the target distribution levels then in effect would be equal to the quotient determined by dividing
(x) the average amount of cash distributions received by our general partner in respect of its incentive distribution rights during
the two consecutive fiscal quarters ended immediately prior to the date of such reset election by (y) the average of the amount
of cash distributed per common unit during each of these two quarters.


 


Following
a reset election, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution
amount per unit for the two fiscal quarters immediately preceding the reset election (which amount we refer to as the “reset
minimum quarterly distribution”) and the target distribution levels will be reset to be correspondingly higher such that
we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:


 


	 	●	first,
    99.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until each
    unitholder receives an amount per unit equal to 115.0% of the reset minimum quarterly distribution for that quarter;
	 	 	 
	 	●	second,
    86.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 13.4% to our general partner, until each
    unitholder receives an amount per unit equal to 125.0% of the reset minimum quarterly distribution for the quarter;
	 	 	 
	 	●	third,
    76.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 23.4% to our general partner, until each
    unitholder receives an amount per unit equal to 150.0% of the reset minimum quarterly distribution for the quarter; and
	 	 	 
	 	●	thereafter,
    51.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 48.4% to our general partner.


 




    	 



    	 



    

 


The
following table illustrates the percentage allocation of available cash from operating surplus between the unitholders and our
general partner at various cash distribution levels (1) pursuant to the cash distribution provisions of our partnership agreement
in effect at the closing of our IPO, as well as (2) following a hypothetical reset of the minimum quarterly distribution and target
distribution levels based on the assumption that the average quarterly cash distribution amount per common unit during the two
fiscal quarters immediately preceding the reset election was $7.12.


 


	 	 	 	 	Marginal Percentage
 Interest in
	 	 	 
	 	 	Quarterly Distribution	 	Distribution	 	 	Quarterly Distribution
	 	 	Per Unit
 Prior to Reset
 
	 	Unitholders	 	 	General
 Partner(1)
 
	 	 	Per Unit
 Following Hypothetical Reset
 

	Minimum Quarterly Distribution	 	$4.45	 	 	99.6	%	 	 	0.4	%	 	$7.12
	First Target Distribution	 	up to $5.1175	 	 	99.6	%	 	 	0.4	%	 	up to $8.188(2)
	Second Target Distribution	 	above $5.1175 up to $5.5625	 	 	86.6	%	 	 	13.4	%	 	above $8.188(2) up to $8.90(3)
	Third Target Distribution	 	above $5.5625 up to $6.675	 	 	76.6	%	 	 	23.4	%	 	above $8.90(3) up to $10.68(4)
	Thereafter	 	above $6.675	 	 	51.6	%	 	 	48.4	%	 	above $10.68(4)











































 





 









	(1)	The
    percentage allocated to our general partner does not include our general partner’s percentage interest in distributions
    resulting from the number of common units that our general partner would receive from us in connection with the resetting
    of the minimum quarterly distribution amount and the target distribution levels.
	 	 
	(2)	This
    amount is 115.0% of the hypothetical reset minimum quarterly distribution.
	 	 
	(3)	This
    amount is 125.0% of the hypothetical reset minimum quarterly distribution.
	 	 
	(4)	This
    amount is 150.0% of the hypothetical reset minimum quarterly distribution.


 


Our
general partner will be entitled to cause the minimum quarterly distribution amount and the target distribution levels to be reset
on more than one occasion, provided that it may not make a reset election except at a time when it has received incentive distributions
for the prior four consecutive fiscal quarters based on the highest level of incentive distributions that it is entitled to receive
under our partnership agreement.


 


Distributions
From Capital Surplus


 


How
Distributions From Capital Surplus Will Be Made


 


Our
partnership agreement requires that we make distributions of available cash from capital surplus, if any, in the following manner:


 


	 	●	first,
    99.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until the
    minimum quarterly distribution is reduced to zero, as described below;
	 	 	 
	 	●	second,
    99.6% to the common unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until
    we distribute for each common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment
    of the minimum quarterly distribution on the common units; and
	 	 	 
	 	●	thereafter,
    we will make all distributions of available cash from capital surplus as if they were from operating surplus.


 


The
preceding paragraph assumes that our general partner maintains its 0.4% general partner interest and that we do not issue additional
classes of equity interests.


 




    	 



    	 



    

 


Effect
of a Distribution From Capital Surplus


 


Our
partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price from our IPO, which
is a return of capital. Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target
distribution levels will be reduced in the same proportion as the distribution had in relation to the fair market value of the
common units prior to the announcement of the distribution. Because distributions of capital surplus will reduce the minimum quarterly
distribution and target distribution levels after any of these distributions are made, it may be easier for our general partner
to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital
surplus before the minimum quarterly distribution is reduced to zero cannot be applied to the payment of the minimum quarterly
distribution or any arrearages.


 


If
we reduce the minimum quarterly distribution to zero, our partnership agreement specifies that we then make all future distributions
from operating surplus, with 51.6% being paid to the holders of common and subordinated units and 48.4% to our general partner.
The percentage interests shown for our general partner include its 0.4% general partner interest and assume our general partner
has not transferred the incentive distribution rights.


 


Adjustment
to the Minimum Quarterly Distribution and Target Distribution Levels


 


In
addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus,
if we combine our units into fewer units or subdivide our units into a greater number of units, our partnership agreement specifies
that the following items will be proportionately adjusted:


 


	 	●	the
    minimum quarterly distribution;
	 	 	 
	 	●	the
    target distribution levels;
	 	 	 
	 	●	the
    unrecovered initial unit price as described below; and
	 	 	 
	 	●	the
    per unit amount of any outstanding arrearages in payment of the minimum quarterly distribution on the common units.


 


For
example, if a two-for-one split of the common units should occur, the minimum quarterly distribution, the target distribution
levels and the initial unit price would each be reduced to 50.0% of its initial level. If we combine our common units into a lesser
number of units or subdivide our common units into a greater number of units, we will combine or subdivide our subordinated units
using the same ratio applied to the common units. Our partnership agreement provides that we do not make any adjustment by reason
of the issuance of additional units for cash or property.


 


In
addition, if legislation is enacted or if existing law is modified or interpreted by a governmental taxing authority, so that
we become taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes,
our partnership agreement specifies that the minimum quarterly distribution and the target distribution levels for each quarter
may, in the sole discretion of the general partner, be reduced by multiplying each distribution level by a fraction, the numerator
of which is available cash for that quarter and the denominator of which is the sum of available cash for that quarter plus our
general partner’s estimate of our aggregate liability for the quarter for such income taxes payable by reason of such legislation
or interpretation. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference
will be accounted for in subsequent quarters.


 




    	 



    	 



    

 


Distributions
of Cash Upon Liquidation


 


General


 


If
we dissolve in accordance with the partnership agreement, we will sell or otherwise dispose of our assets in a process called
liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining
proceeds to the unitholders, the general partner and the holders of the incentive distribution rights, in accordance with their
capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation;
provided that cash and cash equivalents will be distributed to holders of Series A preferred units up to the positive balances
of their capital accounts prior to distributions to other classes of limited partner interests.


 


The
allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the holders of common units to
a preference over the holders of subordinated units upon our liquidation, to the extent required to permit common unitholders
to receive the price paid for the common units issued in our IPO, less any prior distributions of capital surplus in respect of
common units issued in our IPO, which we refer to as the “unrecovered initial unit price,” plus the minimum quarterly
distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution
on the common units. However, there may not be sufficient gain upon our liquidation to enable the common unitholders to fully
recover all of these amounts, even though there may be cash available for distribution to the holders of subordinated units. Any
further net gain recognized upon liquidation will be allocated in a manner that takes into account the incentive distribution
rights of our general partner.


 


Manner
of Adjustments for Gain


 


The
manner of the adjustment for gain is set forth in the partnership agreement. If our liquidation occurs before the end of the subordination
period, we will allocate any gain to the partners in the following manner:


 


	 	●	first,
    to our general partner to the extent of certain prior losses specially allocated to the general partner;
	 	 	 
	 	●	second,
    to the Series A preferred units until the capital account for each Series A preferred unit is equal to $10.00;
	 	 	 
	 	●	third,
    99.6% to the common unitholders, pro rata, and 0.4% to our general partner, until the capital account for each common unit
    is equal to the sum of: (1) the unrecovered initial unit price; (2) the amount of the minimum quarterly distribution for the
    quarter during which our liquidation occurs; and (3) any unpaid arrearages in payment of the minimum quarterly distribution;


 




    	 



    	 



    

 


	 	●	fourth,
    99.6% to the subordinated unitholders, pro rata, and 0.4% to our general partner, until the capital account for each subordinated
    unit is equal to the sum of: (1) the unrecovered initial unit price; and (2) the amount of the minimum quarterly distribution
    for the quarter during which our liquidation occurs;
	 	 	 
	 	●	fifth,
    99.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 0.4% to our general partner, until we
    allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the first target distribution per
    unit over the minimum quarterly distribution per unit for each quarter of our existence; less (2) the cumulative amount per
    unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit
    that we distributed 99.6% to the unitholders, pro rata, and 0.4% to our general partner, for each quarter of our existence;
	 	 	 
	 	●	fifth,
    86.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 13.4% to our general partner, until we
    allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the second target distribution per
    unit over the first target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit
    of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we
    distributed 86.6% to the unitholders, pro rata, and 13.4% to our general partner for each quarter of our existence;
	 	 	 
	 	●	sixth,
    76.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 23.4% to our general partner, until we
    allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the third target distribution per
    unit over the second target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit
    of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we
    distributed 76.6% to the unitholders, pro rata, and 23.4% to our general partner for each quarter of our existence; and
	 	 	 
	 	●	thereafter,
    51.6% to all unitholders (other than Series A preferred unitholders), pro rata, and 48.4% to our general partner.


 


The
percentage interests set forth above for our general partner include its 0.4% general partner interest and assume our general
partner has not transferred the incentive distribution rights.


 


If
the liquidation occurs after the end of the subordination period, the distinction between common and subordinated units will disappear,
so that clause (3) of the second bullet point above and all of the third bullet point above will no longer be applicable.


 




    	 



    	 



    

 


Manner
of Adjustments for Losses


 


If
our liquidation occurs before the end of the subordination period, after making allocations of loss to the general partner and
the unitholders in a manner intended to offset in reverse order the allocations of gains that have previously been allocated,
we will generally allocate any loss to our general partner and the unitholders in the following manner:


 


	 	●	first,
    99.6% to holders of subordinated units in proportion to the positive balances in their capital accounts and 0.4% to our general
    partner, until the capital accounts of the subordinated unitholders have been reduced to zero;
	 	 	 
	 	●	second,
    99.6% to the holders of common units in proportion to the positive balances in their capital accounts and 0.4% to our general
    partner, until the capital accounts of the common unitholders have been reduced to zero; 
	 	 	 
	 	●	third,
    100%, to the holders of the Series A preferred units in proportion to the positive balances in their capital accounts; and
	 	 	 
	 	●	thereafter,
    100.0% to our general partner.


 


If
the liquidation occurs after the end of the subordination period, the distinction between common and subordinated units will disappear,
so that all of the first bullet point above will no longer be applicable.


 


Adjustments
to Capital Accounts


 


Our
partnership agreement requires that we make adjustments to capital accounts upon the issuance of additional units. In this regard,
our partnership agreement specifies that we allocate any unrealized and, for U.S. federal income tax purposes, unrecognized gain
resulting from the adjustments to the unitholders and the general partner in the same manner as we allocate gain upon liquidation.
In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, our partnership
agreement requires that we generally allocate any later negative adjustments to the capital accounts resulting from the issuance
of additional units or upon our liquidation in a manner which results, to the extent possible, in the partners’ capital
account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had
been made. By contrast to the allocations of gain, and except as provided above, we generally will allocate any unrealized and
unrecognized loss resulting from the adjustments to capital accounts upon the issuance of additional units to the unitholders
and our general partner based on their respective percentage ownership of us. In this manner, prior to the end of the subordination
period, we generally will allocate any such loss equally with respect to our common and subordinated units. In the event we make
negative adjustments to the capital accounts as a result of such loss, future positive adjustments resulting from the issuance
of additional units will be allocated in a manner designed to reverse the prior negative adjustments, and special allocations
will be made upon liquidation in a manner that results, to the extent possible, in our unitholders’ capital account balances
equaling the amounts they would have been if no earlier adjustments for loss had been made.