LIMITED CONSENT AND AMENDMENT RECITALS:

Reference is hereby made to that certain Amended and Restated Revolving Credit Agreement dated as of July 8, 2015 among CorEnergy Infrastructure Trust, Inc. (“Borrower”), the Guarantors which are, or may become signatory to the Credit Agreement (as defined below), Regions Bank, as Agent, and the Lenders named therein, as amended by First Amendment to Amended and Restated Revolving Credit Agreement dated November 4, 2015 (as amended, the “Credit Agreement”). Terms used and not defined herein shall have the meanings given them in the Credit Agreement.

Borrower owns 81.05% of the outstanding equity in Pinedale Corridor, LP, a Delaware limited partnership (“Pinedale“), an Unrestricted Subsidiary, and proposes to make an Investment of up to $49,000,000 in Pinedale through its general partner Pinedale GP, Inc. (“Pinedale GP”), an Unrestricted Subsidiary (the “CORR Capital Investment”), the proceeds of the CORR Capital Investment to be used by Pinedale to repay outstanding Indebtedness of Pinedale maturing March 30, 2016 under that certain Term Credit Agreement dated December 7, 2012 among Pinedale, as borrower, KeyBank National Association, as a lender and agent, and the other lenders party thereto (as amended, the “Pinedale Term Loan Facility”). The proposed CORR Capital Investment in Pinedale would be prohibited by §8.3 of the Credit Agreement, and Borrower has requested that Lenders consent to the proposed CORR Capital Investment. The undersigned each agree that the proposed CORR Capital Investment would not violate §2.7 of the Credit Agreement.

Subject to the conditions and limitations set forth herein, Agent and the Lenders party hereto hereby consent to the proposed CORR Capital Investment by Borrower in Pinedale, provided:

for any Lender to withhold its consent if such Indebtedness contains (x) any restrictions or limitations on cash distributions from Pinedale to the Borrower (including any rights of the providers of such Indebtedness to limit, restrict, stop or capture such cash distributions upon the occurrence of certain events) more onerous than those contained in the Pinedale Term Loan Facility and in effect prior to December 31, 2015, or (y) any other material terms (other than pricing) more onerous than the material terms of the Pinedale Term Loan Facility as in effect prior to December 31, 2015 and (ii) contemporaneous with the issuance or incurrence of such Indebtedness (x) Pinedale makes a Distribution of the proceeds of such Indebtedness to Borrower, in an aggregate amount at least equal to (A) the CORR Capital Investment minus (B) Distributions by Pinedale to Borrower after March 31, 2016, but only to the extent a corresponding repayment of the Outstanding Revolving Loans was made therefrom, and (y) Borrower uses the proceeds of such Distributions to prepay Outstanding Revolving Loans;

This Limited Consent shall become effective as of the date hereof when and only when (i) Agent shall have received, at its office a counterpart of this Limited Consent executed and delivered by the Borrower, Agent and Required Lenders, and (ii) Borrower shall have paid to each Lender that executes this Limited Consent a consent fee (the “Consent Fee”) equal to 0.10% of the sum of (x) such Lender’s Revolving Commitment plus (y) such Lender’s Outstanding Term Loan plus (z) such Lender’s commitment under the MGP/UPS Credit Facility; provided, if Borrower does not pay the Consent Fee on or before March 4, 2016, this Limited Consent shall not become effective and shall be void ab initio.

Following the effectiveness hereof, this Limited Consent shall automatically terminate on March 30, 2016 if the proposed Capital Investment is not made on or before such date.

this Limited Consent, (i) all representations and warranties contained in §6 of the Credit Agreement and in the other Loan Documents, after giving effect to the limited consent herein and the events related thereto, are true and correct in all material respects on and as of the date hereof (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default has occurred and is continuing on and as of the date hereof, or would result from the execution and delivery of this Limited Consent by the Borrower and (iii) no Material Adverse Effect has occurred. Except as expressly waived or agreed herein, all covenants, obligations and agreements of the Borrower and each Guarantor contained in the Credit Agreement and other Loan Documents shall remain in full force and effect in accordance with their terms. Without limitation of the foregoing, the consents, waivers and agreements set forth herein are limited precisely to the extent set forth herein and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or condition of the Credit Agreement or any of the documents referred to therein, or (b) except as expressly set forth herein, prejudice any right or rights which Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the documents referred to therein. Except as expressly modified hereby, the terms and provisions of the Credit Agreement and any other documents or instruments executed in connection with any of the foregoing, are and shall remain in full force and effect, and the same are hereby ratified and confirmed by the Borrower in all respects.