ARH Warrior Holdings, Inc.
January 31, 2003
Xxxx X. Xxxxxxxxx
Vice President and Controller
Alliance Resource Partners, L.P.
c/o Alliance Resource Management, L/P.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Dear Xxxx:
Reference is made to the Amended and Restated Put and Call Option
Agreement (the "Agreement") by and between ARH Warrior Holdings, Inc. ("AWH")
and Alliance Resource Partners, L.P. (the "MLP"), pursuant to which AWH has
delivered written notice of its intent to exercise its right to cause the MLP to
purchase all of the limited liability company interests in and to Warrior Coal,
LLC ("Warrior Coal") pursuant to the terms and conditions set forth in the
Agreement. Capitalized terms used and not defined herein shall have the meanings
given to them in the Agreement.
By this letter, AWH hereby agrees to extend the Put Option Period to
February 28, 2003, and to diligently proceed in good faith and to use its best
efforts to consummate the purchase and sale of Warrior Coal by this date.
AWH understands that the MLP will also diligently proceed in good faith
and use its best efforts to consummate the purchase and sale of Warrior Coal by
February 28, 2003 in reliance upon this letter. This letter shall constitute an
addendum to the Agreement with regard to the transactions contemplated herein.
Xxxx X. Xxxxxxxxx
January 31, 2003
Page 2
If the above correctly reflects your understanding and agreement with
respect to the foregoing, please so confirm by executing this letter agreement
in the space provided below.
ARH WARRIOR HOLDINGS, INC.
/s/ Xxxx X. Xxxxxxxx
--------------------------
Xxxx X. Xxxxxxxx
Senior Vice President - Marketing
Accepted and agreed to as
of this 31st day of January, 2003, by:
ALLIANCE RESOURCE PARTNERS, L.P.
By: Alliance Resource Management GP, LLC,
its Managing General Partner
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President and Controller
