AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALLIANCE GP, LLC Dated as of , 2006Limited Liability Company Agreement • April 27th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Alliance GP, LLC (the “Company”), dated the date of the Initial Public Offering, is adopted, executed and agreed to, for good and valuable consideration, by C-Holdings, LLC, a Delaware limited liability company (“C-Holdings”), as the sole member (the “Member”).
ADMINISTRATIVE SERVICES AGREEMENT by and among ALLIANCE RESOURCE PARTNERS, L.P. ALLIANCE RESOURCE MANAGEMENT GP, LLC ALLIANCE RESOURCE OPERATING PARTNERS, L.P. ALLIANCE HOLDINGS GP, L.P. ALLIANCE GP, LLC and ALLIANCE RESOURCE HOLDINGS II, INC.Administrative Services Agreement • April 27th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into this day of April, 2006 (the “Effective Date”) by and among Alliance Resource Partners, L.P., a Delaware limited partnership (“ARLP”), Alliance Resource Management GP, LLC, a Delaware limited liability company and the managing general partner of ARLP (“MGP”), Alliance Resource Operating Partners, L.P., a Delaware limited partnership (“OLP”), Alliance Holdings GP, L.P., a Delaware limited partnership (“AHGP”), Alliance GP, LLC, a Delaware limited liability company and the general partner of AHGP (“AGP”), and Alliance Resource Holdings II, Inc. (“ARH II”).
SECOND AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • April 27th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware
This Second Amendment (the “Amendment”) to the Omnibus Agreement is made and entered into as of April •, 2006, by and among Alliance Resource Partners, L.P., a Delaware limited partnership (the “MLP”), Alliance Resource GP, LLC, a Delaware limited liability company and special general partner of the MLP (the “SGP”), Alliance Resource Management GP, LLC, a Delaware limited liability company and managing general partner of the MLP (the “MGP”), Alliance Resource Holdings, Inc., a Delaware corporation (“ARH”), Alliance Resource Holdings II, Inc., a Delaware corporation (“ARH II”), AMH-II, LLC, a Delaware limited liability company (“AMH-II”), Alliance Holdings GP, L.P., a Delaware limited partnership (“AHGP”), Alliance GP, LLC, a Delaware limited liability company and general partner of AHGP (“AGP”) and Alliance Management Holdings, LLC (“AMH”).
12,500,000 Common Units ALLIANCE HOLDINGS GP, L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • New York
