0001193125-08-049725 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE HOLDINGS GP, L.P.
Alliance Holdings GP, L.P. • March 7th, 2008 • Bituminous coal & lignite surface mining • Delaware

This Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P. (this “Amendment”), dated as of October 25, 2007, is entered into and effectuated by Alliance GP, LLC, a Delaware limited liability company, as the General Partner of Alliance Holdings GP, L.P. (the “Partnership”), pursuant to authority granted to it in Section 13.1(d) of the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 15, 2006 (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 7th, 2008 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Oklahoma

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT, dated as of January 29, 2008 (the “Amendment”), by and between ALLIANCE HOLDINGS GP, L.P., a Delaware limited partnership (the “Borrower”), and C-HOLDINGS, LLC, a Delaware limited liability company (the “Lender”).

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