0001047469-10-006517 Sample Contracts

RHINO RESOURCE PARTNERS LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • July 19th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • Delaware

This Contribution, Conveyance and Assumption Agreement, dated as of [·], 2010 (this “Agreement”), is entered into by and among Rhino Resource Partners LP, a Delaware limited partnership (the “Partnership”); Rhino GP LLC (formerly CAM GP LLC), a Delaware limited liability company (“GP”); Rhino Energy LLC, a Delaware limited liability company (“Operating Company”); Rhino Energy Holdings LLC, a Delaware limited liability company (“Holdings”); Artis Investors LLC, a Delaware limited liability company (“Artis”), Solitair LLC, a Delaware limited liability company (“Solitair”), Valentis Investors LLC, a Delaware limited liability company (“Valentis”), Taurus Investors LLC, a Delaware limited liability company (“Taurus”), Callidus Investors LLC, a Delaware limited liability company (“Callidus”), Wexford Spectrum Fund, L.P., a Delaware limited partnership (“Spectrum”), Wexford Spectrum Fund Liquidating LLC, a Delaware limited liability company (“Liquidating”), Wexford Offshore CAM Preferred Cor

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EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 19th, 2010 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • Pennsylvania

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2010, is made by and among RHINO ENERGY LLC, a Delaware limited liability company, formerly known as CAM Holdings LLC (“Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as “Agent”).

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