Alliance Holdings Gp L.P.

Alliance Holdings Gp L.P. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEW AHGP GP, LLC a Delaware Limited Liability Company (June 6th, 2018)

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).

Alliance Holdings Gp L.P. – Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. (June 6th, 2018)

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.

Alliance Holdings Gp L.P. – Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings Gp, L.P. (June 6th, 2018)

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,

Alliance Holdings Gp L.P. – Third Amended and Restated Operating Agreement of Alliance Resource Management Gp, Llc (June 6th, 2018)

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.

Alliance Holdings Gp L.P. – First Amendment to Contribution Agreement (June 6th, 2018)

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this Amendment) is hereby made and entered into and effective as of the 31st day of May, 2018 (Effective Date), by and among Alliance Resource Partners, L.P., a Delaware limited partnership (the Partnership), Alliance Resource Management GP, LLC, a Delaware limited liability company (ARLP Managing GP), Alliance Resource GP, LLC, a Delaware limited liability company (ARLP Special GP and together with ARLP Managing GP, the General Partners), ARM GP Holdings, Inc., a Delaware corporation (ARMH, Inc.), MGP II, LLC, a Delaware limited liability company (MGP II), and Alliance Holdings GP, L.P., a Delaware limited partnership (AHGP). Each of the Partnership, ARLP Managing GP, ARLP Special GP, ARMH, Inc., MGP II and AHGP is referred to herein individually as a Party and collectively as the Parties.

Alliance Holdings Gp L.P. – Amendment No. 2 to Amended and Restated Operating Agreement of Alliance Coal, Llc (June 6th, 2018)

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

Alliance Holdings Gp L.P. – Third Amended and Restated Agreement of Limited Partnership of Alliance Holdings Gp, L.P. (June 6th, 2018)

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., dated a

Alliance Holdings Gp L.P. – SIMPLIFICATION AGREEMENT by and Among ALLIANCE HOLDINGS GP, L.P. 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 Dated as of February 22, 2018 (February 23rd, 2018)

This SIMPLIFICATION AGREEMENT, dated as of February 22, 2018 (this "Agreement"), is entered into by and among 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"), Wildcat GP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AGP ("Merger Sub"), MGP II, LLC, a Delaware limited liability company and the sole member of MGP ("MGP II"), ARM GP Holdings, Inc., a Delaware corporation and wholly owned subsidiary of AHGP ("ARMH"), New AHGP GP, LLC, a Delaware limited liability company and wholly owned subsidiary of AGP ("New AHGP GP"), Alliance Resource Partners, L.P., a Delaware limited partnership ("ARLP"), Alliance Resource Management GP, LLC, a Delaware limited liability company and the general partner of ARLP ("MGP"), and Alliance Resource GP, LLC, a Delaware limited liability company ("SGP").

Alliance Holdings Gp L.P. – Fourth Amendment to The (February 23rd, 2018)

This FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this "Amendment"), dated as of November 27, 2017, is entered into by and among the following parties:

Alliance Holdings Gp L.P. – Support Agreement (February 23rd, 2018)

THIS SUPPORT AGREEMENT, dated as of February 22, 2018 (this "Agreement"), is entered into by and among Alliance Holdings GP, L.P., a Delaware limited partnership ("AHGP"), and the Persons whose names appear on the signature pages hereto (collectively, the "Unitholders", and each of the Unitholders and AHGP, each a "party" and collectively the "parties").

Alliance Holdings Gp L.P. – Support Agreement (February 23rd, 2018)

THIS SUPPORT AGREEMENT, dated as of February 22, 2018 (this "Agreement"), is entered into by and among Alliance Holdings GP, L.P., a Delaware limited partnership ("AHGP"), and the Persons whose names appear on the signature pages hereto (collectively, the "Unitholders", and each of the Unitholders and AHGP, each a "party" and collectively the "parties").

Alliance Holdings Gp L.P. – Fifth Amendment to The (February 23rd, 2018)

This FIFTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this "Amendment"), dated as of January 17, 2018, is entered into by and among the following parties:

Alliance Holdings Gp L.P. – Fourth Amended and Restated Agreement of Limited Partnership Of (July 28th, 2017)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALLIANCE RESOURCE PARTNERS, L.P. dated and effective as of July 28, 2017, is entered into by and among Alliance Resource Management GP, LLC, a Delaware limited liability company (MGP), as the General Partner and as lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Alliance Holdings Gp L.P. – Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (July 28th, 2017)

This Amendment No. 1 (this Amendment No. 1) to the Third Amended and Restated Agreement of Limited Partnership (as amended, the Partnership Agreement) of Alliance Resource Partners, L.P. (the Partnership) is hereby adopted by Alliance Resource Management GP, LLC, a Delaware limited liability company (the General Partner), as managing general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Alliance Holdings Gp L.P. – Contribution Agreement (July 28th, 2017)

THIS CONTRIBUTION AGREEMENT (this Agreement) dated as of July 28, 2017 (the Closing Date), is entered into by and among Alliance Resource Partners, L.P., a Delaware limited partnership (the Partnership), Alliance Resource Management GP, LLC, a Delaware limited liability company (ARLP Managing GP), Alliance Resource GP, LLC, a Delaware limited liability company (ARLP Special GP and together with ARLP Managing GP, the General Partners), ARM GP Holdings, Inc., a Delaware corporation (ARMH, Inc.), MGP II, LLC, a Delaware limited liability company (MGP II), and Alliance Holdings GP, L.P., a Delaware limited partnership (AHGP). Unless otherwise defined herein, defined terms shall have the meaning ascribed to such terms in Article I of this Agreement.

Alliance Holdings Gp L.P. – Second Amended and Restated Operating Agreement of Alliance Resource Management Gp, Llc (July 28th, 2017)

This Second 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 MGP II, LLC (the Member) as of July 28, 2017.

Alliance Holdings Gp L.P. – Amended and Restated Operating Agreement of Mgp Ii, Llc (July 28th, 2017)

This Amended and Restated Operating Agreement (this Agreement) of MGP II, LLC, a Delaware limited liability company (the Company) is entered into and executed by Alliance Holdings GP, L.P., a Delaware limited partnership (AHGP) and ARM GP Holdings, Inc., a Delaware corporation (ARMH and together with AHGP, each a Member and collectively, the Members), as of July 28, 2017.

Alliance Holdings Gp L.P. – INDENTURE Dated as of April 24, 2017 Among ALLIANCE RESOURCE OPERATING PARTNERS, L.P. And ALLIANCE RESOURCE FINANCE CORPORATION, as Issuers ALLIANCE RESOURCE PARTNERS, L.P., as Parent THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and Wells Fargo Bank, National Association, as Trustee 7.500% SENIOR NOTES DUE 2025 (April 24th, 2017)

INDENTURE, dated as of April 24, 2017, among Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the "Company"), Alliance Resource Finance Corporation, a Delaware corporation ("Finance Corp." and, together with the Company, the "Issuers"), Alliance Resource Partners, L.P., a Delaware limited partnership ("Parent"), and the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as the Trustee.

Alliance Holdings Gp L.P. – Amendment No. 1 to the Credit Agreement (April 7th, 2017)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment") among ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and JPMORGAN CHASE BANK, N.A., as agent (the "Agent") for the Lenders.

Alliance Holdings Gp L.P. – Third Amendment to the Receivables Financing Agreement (February 24th, 2017)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of December 5, 2014 by and among the following parties:

Alliance Holdings Gp L.P. – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 27, 2017 Among ALLIANCE RESOURCE OPERATING PARTNERS, L.P. As Borrower and THE INITIAL LENDERS, INITIAL ISSUING BANKS AND SWING LINE BANK NAMED HEREIN as Initial Lenders, Initial Issuing Banks and Swing Line Bank and JPMORGAN CHASE BANK, N.A. As Administrative Agent and JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, AND CITIGROUP GLOBAL MARKETS INC. As Joint Lead Arrangers and JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., AND BOKF, NA DBA BANK OF OKLAHOMA as Joint Bookrunners and W (February 2nd, 2017)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2017 (this "Agreement") among (a) ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), (b) the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the "Initial Lenders"), (c) the banks listed on the signature pages hereof as the Initial Issuing Banks (the "Initial Issuing Banks"), (d) the Swing Line Bank, (e) JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the "Administrative Agent") for the Lenders (as hereinafter defined), (f) JPMORGAN, WELLS FARGO SECURITIES, LLC and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers (collectively, the "Joint Lead Arrangers"), (g) JPMORGAN, WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC. AND BOKF, NA DBA BANK OF OKLAHOMA, as joint bookrunners, (h) WELLS FARGO

Alliance Holdings Gp L.P. – First Amendment (February 2nd, 2017)

ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Alliance Holdings Gp L.P. – Second Amendment to the Receivables Financing Agreement (May 10th, 2016)

This SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this Amendment), dated as of February 24, 2016, is entered into by and among the following parties:

Alliance Holdings Gp L.P. – Joinder Agreement (May 10th, 2016)

THIS JOINDER AGREEMENT, dated as of February 24, 2016 (this Agreement) is executed by WARRIOR COAL, LLC, WEBSTER COUNTY COAL, LLC, WHITE OAK RESOURCES LLC, and HAMILTON COUNTY COAL, LLC (the Additional Originators), each a limited liability company organized under the laws of Delaware with its principal place of business located at 1717 S. Boulder Ave., Suite 400, Tulsa, Oklahoma.

Alliance Holdings Gp L.P. – First Amendment to the Receivables Financing Agreement (May 10th, 2016)

This FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this Amendment), dated as of December 4, 2015, is entered into by and among the following parties:

Alliance Holdings Gp L.P. – Pnc Equipment Finance, Llc (November 4th, 2015)

THIS MASTER LEASE AGREEMENT (this Lease) is made as of October 29, 2015, between PNC EQUIPMENT FINANCE, LLC, its successors and assigns (Lessor), and ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (ARLP), HAMILTON COUNTY COAL, LLC, a Delaware limited liability company (HCC) and WHITE OAK RESOURCES LLC, a Delaware limited liability company (White Oak), and their respective successors and permitted assigns (ARLP, HCC and White Oak, collectively and jointly and severally, Lessee).

Alliance Holdings Gp L.P. – Amendment No. 1 (October 22nd, 2015)

We refer to the Third Amended and Restated Credit Agreement dated as of May 23, 2012, (as amended, supplemented or otherwise modified through the date hereof, the Credit Agreement) among the undersigned and you. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

Alliance Holdings Gp L.P. – Performance Guaranty (December 10th, 2014)

This PERFORMANCE GUARANTY (this Performance Guaranty), dated as of December 5, 2014, is made by ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (together with its successors and permitted assigns, the Performance Guarantor), in favor of PNC BANK, NATIONAL ASSOCIATION (PNC), as administrative agent under the Receivables Financing Agreement defined below (together with its successors and assigns in such capacity, the Administrative Agent), for the benefit of the Administrative Agent and the other Secured Parties under the Receivables Financing Agreement defined below. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in, or by reference in, the Receivables Financing Agreement defined below.

Alliance Holdings Gp L.P. – PURCHASE AND SALE AGREEMENT Dated as of December 5, 2014 by and Among VARIOUS ENTITIES LISTED ON SCHEDULE I, as the Originators and ALLIANCE RESOURCE OPERATING PARTNERS, L.P., as the Buyer (December 10th, 2014)

THIS PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of December 5, 2014, is entered into by and among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each, an Originator; and collectively, Originators), and ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the Buyer).

Alliance Holdings Gp L.P. – SALE AND CONTRIBUTION AGREEMENT Dated as of December 5, 2014 by and Among ALLIANCE RESOURCE OPERATING PARTNERS, L.P., as the Transferor and AROP FUNDING, LLC, as the Company (December 10th, 2014)

THIS SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of December 5, 2014, is entered into by and among ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the Transferor), and AROP FUNDING, LLC, a Delaware limited liability company (the Company).

Alliance Holdings Gp L.P. – RECEIVABLES FINANCING AGREEMENT Dated as of December 5, 2014 by and Among AROP FUNDING, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and ALLIANCE COAL, LLC, as Initial Servicer (December 10th, 2014)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of December 5, 2014 by and among the following parties:

Alliance Holdings Gp L.P. – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2012 Among ALLIANCE RESOURCE OPERATING PARTNERS, L.P. As Borrower and THE INITIAL LENDERS, INITIAL ISSUING BANKS AND SWING LINE BANK NAMED HEREIN as Initial Lenders, Initial Issuing Banks and Swing Line Bank and JPMORGAN CHASE BANK, N.A. As Administrative Agent and J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC AND CITIGROUP GLOBAL MARKETS INC. As Joint Lead Arrangers and Joint Bookrunners and WELLS FARGO BANK, NATIONAL ASSOCIATION AND CITIBANK, N.A. As Syndication Agents and BOKF, NA DBA BANK OF OKLAHOMA, BRANCH BANKING (May 24th, 2012)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 23, 2012 (this Agreement) among (a) ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the Borrower), (b) the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the Initial Lenders), (c) the banks listed on the signature pages hereof as the Initial Issuing Banks (the Initial Issuing Banks), (d) the Swing Line Bank, (e) JPMORGAN CHASE BANK, N.A. (JPMorgan), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the Administrative Agent) for the Lenders (as hereinafter defined), (f) J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners (collectively, the Joint Lead Arrangers), (g) WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo Bank) and CITIBANK, N.A. (Citi), as syndication agents, and (h) BOKF

Alliance Holdings Gp L.P. – AMENDMENT AND RESTATEMENT OF LETTER OF CREDIT FACILITY AGREEMENT October 2, 2010 (May 9th, 2011)

This document shall serve as an amendment and restatement of that Letter of Credit Facility Agreement dated as of the 2nd day of October, 2001, and last amended and restated October 2, 2008, by and between Bank of the Lakes, N.A. (Lender), and Alliance Resource Partners, L.P., a Delaware Limited Partnership (Borrower) and shall be effective with respect to all Letters of Credit that have been issued pursuant thereto and remain outstanding.

Alliance Holdings Gp L.P. – Second Amendment to Transfer Restrictions Agreement (March 29th, 2011)

This SECOND AMENDMENT TO TRANSFER RESTRICTIONS AGREEMENT (this Amendment), dated as of March 10, 2011, is by and among (i) Alliance Holdings GP, L.P., a Delaware limited partnership (AHGP), (ii) Alliance GP, LLC, a Delaware limited liability company (the General Partner), (iii) C-Holdings, LLC, a Delaware limited liability company (C-Holdings), (iv) Joseph W. Craft III (Craft), in his individual capacity, (v) Alliance Resource Holdings II, Inc., a Delaware corporation (ARH II), (vi) Alliance Resource Holdings, Inc., a Delaware corporation (ARH) and wholly owned by ARH II and (vii) Alliance Resource GP, LLC, a Delaware limited liability company (the SGP) and wholly owned by ARH.

Alliance Holdings Gp L.P. – First Amendment to Transfer Restrictions Agreement (March 29th, 2011)

This FIRST AMENDMENT TO TRANSFER RESTRICTIONS AGREEMENT (this Amendment) is made effective the 20th day of November, 2007 by and among (i) Alliance Holdings GP, L.P., a Delaware limited partnership (AHGP), (ii) Alliance GP, LLC, a Delaware limited liability company (AGP), (iii) C-Holdings, LLC, a Delaware limited liability company (C-Holdings), (iv) Joseph W. Craft III (Craft), individually, (v) Alliance Resource Holdings II, Inc., a Delaware corporation (ARH II), (vi) Alliance Resource Holdings, Inc., a Delaware corporation (ARH) and (vii) Alliance Resource GP, LLC, a Delaware limited liability company (SGP). Capitalized terms used in this Amendment and not defined herein shall have the meaning given to them in the Agreement (as defined below).