0001104659-18-038597 Sample Contracts

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ALLIANCE RESOURCE MANAGEMENT GP, LLC
Operating Agreement • June 6th, 2018 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware

This Third Amended and Restated Operating Agreement (this “Agreement”) of ALLIANCE RESOURCE MANAGEMENT GP, LLC, a Delaware limited liability company (the “Company”) is entered into and executed by Alliance GP, LLC (the “Member”) as of May 31, 2018.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE RESOURCE OPERATING PARTNERS, L.P.
Alliance Holdings GP, L.P. • June 6th, 2018 • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into and executed by MGP II, LLC, a Delaware limited liability company (“MGP II”), effective this 31st day of May 2018.

AMENDMENT NO. 2 TO AMENDED AND RESTATED OPERATING AGREEMENT OF ALLIANCE COAL, LLC
Operating Agreement • June 6th, 2018 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 2 (the “Amendment”) to the Amended and Restated Operating Agreement of Alliance Coal, LLC, a Delaware limited liability company (the “Company”), dated effective as of August 20, 1999, as amended by Amendment No. 1, dated as of July 26, 2007 (as amended hereby, the “Operating Agreement”), is entered into and executed by MGP II, LLC, a Delaware limited liability company (“MGP II”), effective this 31st day of May 2018. Terms used but not defined herein shall have the meanings set forth in the Operating Agreement

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW AHGP GP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • June 6th, 2018 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware

This Amended and Restated Limited Liability Company Agreement, dated as of May 31, 2018 (this “Agreement”), is adopted, executed and agreed to by Alliance Resource Partners, L.P., a Delaware limited partnership (the “Member”).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE HOLDINGS GP, L.P.
Simplification Agreement • June 6th, 2018 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Alliance Holdings GP, L.P., a Delaware limited partnership (the “Partnership”), is adopted, executed and agreed to by and among New AHGP GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource Partners, L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018 (the “Simplification Agreement”), by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC (“SGP”), this Agreement hereby amends and restates the Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P.,

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE HOLDINGS GP, L.P.
Alliance Holdings GP, L.P. • June 6th, 2018 • Bituminous coal & lignite surface mining • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Alliance Holdings GP, L.P., a Delaware limited partnership (the “Partnership”), effective as of May 31, 2018, is adopted, executed and agreed to by and among Alliance GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource GP, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018, by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC, this Agreement hereby amends and restates the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 15

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