1
Exhibit 10.18
January 1, 2001
Xx. Xxxxxx X. Xxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Re: Consulting Agreement
Dear Xxxxxx:
This letter will confirm the basis upon which Alliance Resource Management
GP, LLC ("Alliance") has engaged you ("Consultant") to provide certain advisory
and consulting services with respect to strategic planning, marketing, and
potential acquisitions and mergers involving Alliance, acting as the managing
general partner of Alliance Resource Partners, L.P. ("ARLP"). Specifically, the
terms and conditions of our understanding are as follows:
1. Advisory and Consulting Services. During the term of this agreement,
Consultant agrees to perform to the best of his abilities such advisory and
consulting work for Alliance and ARLP as the Board of Directors of Alliance, its
President and Chief Executive Officer, or his designees, may from time to time
request. Consultant agrees to perform such of the following advisory and
consulting services as Alliance reasonably requests:
(a) To the extent Alliance deems it appropriate and reasonable,
Consultant will familiarize himself with the business, operations, properties,
financial condition and prospects of Alliance and ARLP, each's strategic
development plans, management succession plans, and such other facets of
Alliance as its President and Chief Executive Officer shall direct.
(b) Consultant will advise and assist Alliance and ARLP and each's
management in the formulation of potential strategic alliances with power
generators as well as transportation and transmission companies.
(c) Consultant will advise and assist Alliance and ARLP and each's
management in (i) identifying potential acquisition targets, (ii) considering
the desirability of effecting a growth transaction and, if Alliance believes
such a transaction to be desirable, in developing a general strategy for
accomplishing such a transaction, (iii) assisting in the preparation and
distribution of materials concerning such merger and/or acquisition candidates,
(iv) making presentations to the Board of Directors of Alliance concerning any
proposed transaction, and (v) the course of the negotiation of a transaction and
participate, if requested, in such negotiations.
2
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 2
(d) Secondarily to the advisory and consulting services described
above, Consultant will advise and assist Alliance and ARLP and each's management
in developing similar strategies and analyses in diversification opportunities
(i.e., other than traditional coal acquisitions), that may be available to ARLP.
(e) Consultant will render such other advisory and consulting
services as Alliance, acting through its President and Chief Executive Officer,
may reasonably request, giving due consideration to Consultant's experience and
expertise.
2. Extent of Advisory and Consulting Services. Consultant shall devote
approximately fifty percent (50%) of his normal business time (i.e., estimated
at approximately 125 days annually), attention and energies as well as his best
talents and abilities to the business of Alliance and ARLP in accordance with
the President and Chief Executive Officer's instructions and directions.
Consultant will, upon request of Alliance's President and Chief Executive
Officer, perform such advisory and consulting work at Alliance's offices in
Tulsa, Oklahoma, or at such other places and at such other times as Alliance and
Consultant shall from time to time agree upon, subject only to reimbursement of
Consultant's reasonable travel and living expenses. During the term of this
Agreement, Consultant will not engage in any other coal business or coal-related
business activity, whether or not such business activity is pursued for gain,
profit or other pecuniary advantage, except to the extent permitted with the
express written authorization of Alliance. The preceding sentence does not
preclude Consultant from owning for investment purposes less than One Percent
(1%) of the outstanding equity interests in any publicly-traded entity engaged
in the coal business or coal-related business activities so long as Consultant
does not directly or indirectly participate in the management of such entity.
3. Term. Subject to the provisions for termination set forth in Paragraph
11 below, Consultant is retained for a term of three (3) years and this
Consulting Agreement shall be effective beginning August 14, 2000, and terminate
on August 13, 2003. Consultant and Alliance agree that, on or after March 31,
2003, both parties will initiate discussions in good faith to define the role
and relationship, if any, of Consultant with Alliance subsequent to the
termination date of this Consulting Agreement.
4. Consulting Fee. For services performed hereunder, Consultant shall
receive as compensation the sum of One Hundred Fifty Thousand Dollars ($150,000)
per annum, payable monthly in equal amounts of Twelve Thousand Five Hundred
Dollars ($12,500). Within ten (10) days following receipt of Consultant's
invoice for services and reimbursement of reasonable expenses, if any, for the
preceding month, Alliance shall reimburse Consultant for such expenses, subject
to its right to review and retroactively adjust any inappropriate expense
reimbursement in the future. In addition to the foregoing, for services
performed hereunder, Consultant shall receive as compensation (a) the sum of
Seven Thousand Five Hundred Dollars ($7,500) per calendar quarter (or pro rata
portion thereof) paid by Alliance as follows: (a) 250 common units
3
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 3
of ARLP, plus (b) the cash difference between $7,500 less the market value of
such 250 common units payable on the last day of each calendar quarter
calculated by the closing price per common unit averaged over the immediately
preceding two (2) week period as reported in The Wall Street Journal, and (c)
group health coverage (i.e., medical, prescription drug, dental, and vision
coverage) for Consultant and his family (i.e., Xxx. Xxxxxxxxx X. Xxxxxx, spouse,
and Xxxxxx X. Xxxxxx, son) substantially similar to that offered participants in
the Alliance Coal, LLC and Affiliates health plan.
5. Limitation of Reimbursable Expenses. Whenever possible and practical,
Consultant will take advantage of reduced rates for airfare, lodging and car
rental. Consultant shall not be reimbursed for first class airfare.
6. Independent Contractor. Consultant is an independent contractor under
this Consulting Agreement with Alliance. Neither Alliance, nor Consultant have
the authority to bind the other to any third person or otherwise to act in any
way as the representative of the other, unless otherwise expressly agreed to in
writing signed by both parties hereto. Consultant shall not be deemed for any
purpose to be the employee, agent, servant or representative of Alliance.
Alliance shall have no direction or control of Consultant except in results to
be obtained. The parties agree that this Consulting Agreement, or its
implementation, does not create a joint employer, single employer, alter ego,
agency relationship or successor relationship between Alliance and ARLP, on one
hand, and Consultant, on the other hand. Furthermore, Consultant acknowledges
that he is solely responsible for, and Consultant shall not be entitled to
secure from Alliance, any health and welfare benefits (including by way of
illustration and not limitation, medical, dental, vision, life, accidental death
and dismemberment, pension, profit sharing, worker's compensation, or other
similar benefits), except as specifically provided in Paragraph 4 above.
7. Taxes and Unemployment Compensation. Consultant shall pay and hereby
assumes exclusive liability for payment of any and all Federal, state and other
locally imposed income taxes, contributions, assessments and taxes for
unemployment insurance, old age benefits, annuities or other purposes which are
measured by or based upon the compensation paid to Consultant under this
Consulting Agreement. In addition, Consultant agrees to reimburse Alliance for
any of the aforesaid taxes or contributions which by law Alliance may be
required to pay because of Consultant's failure to pay the same.
8. Insurance.
(a) Consultant, from the time of commencement of the advisory and
consulting services described hereinabove until the termination of this
Consulting Agreement, shall maintain at his own expense appropriate personal
insurance including homeowners, automobile
4
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 4
liability.
(b) Alliance will provide to Consultant coverage under its automobile
liability insurance covering owned, non-owned and hired vehicles used by
Consultant only during the performance of services rendered hereunder with
combined single limits of at least Five Hundred Thousand Dollars ($500,000) per
occurrence, covering liability for bodily injury or sickness, including death
and property damage.
9. Indemnity and Contribution. Alliance agrees to indemnify Consultant to
the full extent lawful against any and all claims, losses and expenses incurred
(including all reasonable fees and disbursements of Consultant incurred in
connection with the performance of services hereunder) including, but not
limited to, such expenses as may be incurred with investigation of and
preparation for any pending or threatened claims in any litigation or other
proceedings arising therefrom) arising out of Consultant's engagement hereunder;
provided, however, that Consultant shall notify Alliance of any such claim and,
so long as in the reasonable judgment of Consultant there is no conflict of
interest, Alliance shall have the option to defend Consultant with counsel of
it's own choosing (including counsel retained to also defend Alliance), and
provided, further, there shall be excluded from any such indemnification any
claim, loss or expense that arises primarily out of or is based primarily upon
any action or failure to act by Consultant, other than an action or failure to
act undertaken at the request of or with the written consent of Alliance, that
is found in a final judicial determination (or a settlement tantamount thereto)
to constitute bad faith, willful misconduct, or gross negligence on the part of
Consultant. In the event that the foregoing indemnity is unavailable or
insufficient to hold Consultant harmless, then Alliance shall contribute to
amounts paid or payable by Consultant in respect of any such claims, losses and
expenses in such proportion as approximately reflects the relative benefits
received by, and fault of, Alliance and Consultant in connection with the
matters as to which such claims, losses and expenses relate and other equitable
considerations.
10. Termination of Agreement. Notwithstanding the provisions of Paragraphs
3 and 4 hereinabove, the retention of Consultant shall terminate upon the first
to occur of the following events:
(a) the demise of Xx. Xxxxxx X. Xxxxxx,
(b) the mental illness or disability of Xx. Xxxxxx X. Xxxxxx, if he
is unable to perform substantially his duties for a period of two continuous
months; provided, however, a decision to so terminate the consulting services
provided by Consultant herewith must be made by the Board of Directors of
Alliance in good faith, and must be based upon medical reports and reasonable
medical advice which shall establish or indicate the Consultant's incapacity may
continue for an indefinite period. When, after such two months of disability or
mental illness, the Board of Directors of Alliance decides to terminate
Consultant's retention hereunder, such
5
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 5
termination shall be effective thirty (30) days after written notice of such
decision has been delivered to Consultant. The compensation provided for under
the terms of this Consulting Agreement shall continue during the period of
Consultant's disability or mental illness until this Consulting Agreement shall
be terminated by Alliance;
(c) the termination of the term of this Consulting Agreement on
August 13, 2003, unless otherwise extended by the parties hereto;
(d) the breach by either party hereto of any material term of this
Consulting Agreement; provided written notice of the breach setting forth
sufficient detail(s) of the alleged breach is tendered by the non-breaching
party and such material breach or default hereunder is not cured within a
reasonable time period, but in no event shall such cure period exceed thirty
(30) days after notice is received; and
(e) Subsequent to the first year of the three-year term hereunder, in
the event that either Consultant or Alliance determine in good faith that an
equitable adjustment in the per annum rate is in order as a result of (a) an
increase or decrease of the time required by Consultant to fulfill the
obligations hereunder, and/or (b) a material change in the Company's growth
strategy, then Alliance and/or Consultant may provide notice of their respective
intent to reopen discussions concerning the annual aggregate consulting fee paid
hereunder. In such event, the parties agree to negotiate in good faith for a
period of not more than thirty (30) days a mutually acceptable adjustment to the
annual consulting rate fee. Should the parties not be able to reach an amicable
agreement, either party may terminate this Consulting Agreement by providing
sixty (60) days advance written notice of such termination.
In the event this Consulting Agreement is terminated in accordance with this
Paragraph 10, the parties acknowledge that the provisions of Paragraphs 5, 11,
12, 13, 14, 17 and 18 shall survive termination, except if the Agreement is
terminated by Alliance pursuant to Paragraph 10(e), the terms of Paragraph 12(b)
will not survive.
11. Nondisclosure by Consultant. Consultant acknowledges and agrees that
any information obtained by Consultant while providing the advisory and
consulting services to Alliance is highly confidential, and is important to
Alliance and to the effective operation of its businesses. As a result,
Consultant therefore agrees that while retained by Alliance, and at any time
thereafter, it will make no disclosure of any kind, directly or indirectly,
concerning any confidential matters relating to Alliance of any of its
activities. Moreover, Consultant agrees to execute the Confidentiality Agreement
designated Exhibit "A," and attached hereto and incorporated by reference
herein.
12. Noncompetition by Consultant.
6
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 6
(a) During the term hereof and, except as otherwise consented to in
writing by Alliance, Consultant agrees not to compete with Alliance and ARLP in
the United States, including Alaska. Except as provided for in Paragraph 2
hereinabove, Consultant agrees that during the term of the Consulting Agreement,
he will not work for, advise, consult with, serve or assist in any way, directly
or indirectly, any party whose business is in any way competitive with the
activities or businesses of Alliance and ARLP, and Consultant agrees further
that he will himself not compete in any way, directly or indirectly, with
Alliance and ARLP, and that he will not purchase or otherwise acquire any
interest of any kind in a business which is in any way competitive with Alliance
and ARLP.
(b) Upon termination of this Consulting Agreement, except as
otherwise consented to in writing by Alliance, Consultant agrees not to compete
with Alliance's and/or ARLP's interests in the United States, including Alaska,
for a period of two (2) years following such termination. The interests of
Alliance and ARLP protected from competition by the preceding sentence are
expressly limited to those projects, business agreements, transactions, and
other business transactions (whether successfully closed or not) in which
Consultant has been (i) actively and directly involved on behalf of Alliance
during the term of this Consulting Agreement and (ii) concerns confidential and
propriety information that is subject to the Confidentiality Agreement referred
to in Paragraph 11 above.
(c) Within the two preceding paragraphs, the parties hereto
recognizing that irreparable injury will result to Alliance and ARLP, each's
business and property in the event of Consultant's breach of this agreement not
to compete, in that such consulting services are based primarily upon this
Consulting Agreement, agree that in the event of Consultant's breach of its
agreement not to compete, Alliance and ARLP shall be entitled, in addition to
any other remedies and damages available, to an injunction to restrain the
violation thereof by Consultant, his partners, employees and all persons acting
for or with him.
13. Notices. All notices made in connection with this Consulting Agreement
shall be in writing, except as otherwise expressly permitted hereunder. Any
notice or other communication in connection herewith shall be deemed duly given
(a) two business days after it is sent by express, registered or certified mail,
return receipt requested, postage prepaid or (b) on the business day after it is
sent by overnight courier, in every case, addressed as follows:
IF TO CONSULTANT, AT:
Xx. Xxxxxx X. Xxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
7
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 7
IF TO ALLIANCE, AT
Alliance Resource Management GP, LLC
0000 Xxxxx Xxxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxx, XX 00000-00000
Attn: Xxxxxx X. Xxxxx III and Xxxxxx X. Xxxxxxx, Esq.
or, in any case, any such other address as may be specified in writing to the
other party hereto. Any party may give notice or other communication in
connection therewith using any other means (including, but not limited to,
personal delivery, messenger service, telecopy, telex, telephone or other oral
communication or ordinary mail), but no such notice or other communication shall
be deemed to have been duly given unless and until it is actually received by
the individual for whom it is intended.
14. Mediation.
(a) All disputes, controversies and claims (collectively, "Disputes")
arising out of, relating to, or in connection with this Consulting Agreement, or
the breach, termination of validity hereof, that are not otherwise resolved by
negotiation between Alliance and Consultant, may be resolved by mediation. Any
party to a Dispute may request that the matter be submitted to mediation by
written notice to that effect. Within ten (10) days after receipt of said
notice, the other party shall give written notice stating whether or not it
consents to mediation; provided that no parties shall be required to submit to
mediation unless it consents, which consent shall be in its sole discretion; and
provided further that a request for mediation shall not in any way interfere
with, compromise, limit or restrict the parties' right to seek any judicial
remedies whatsoever.
(b) If both parties consent, mediation shall be initiated in
accordance with the Center for Public Resources' Model Procedure for Mediation
of Business Disputes, provided that the mediation shall take place in Tulsa,
Oklahoma or such other place as the parties may mutually determine.
(c) Any settlement agreement mutually reached in the course of the
mediation shall be recorded in a definitive agreement, which, when duly executed
and delivered by both parties hereto shall be binding and conclusive upon the
parties.
15. Assignment. This Consulting Agreement shall not be assignable by any
party without the prior written consent of the other party (which consent shall
not be unreasonably withheld). Notwithstanding the foregoing, the parties hereto
understand that the personal
8
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 8
services of Consultant are essential to receive the benefits of this agreement.
Any purported assignment in violation of this paragraph shall be void.
16. Amendment; Waivers, Etc. No amendment, modification or discharge of
this Consulting Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the party as to enforcement of
the amendment, modification, discharge or waiver is sought. Any such waiver
shall constitute a waiver only with respect to the specific matter described in
such writing and shall in no way impair the rights of the party granting such
waiver in any other respect or at any other time.
17. Governing Law. This Consulting Agreement shall be governed by and
construed in accordance with the internal laws of the State of Oklahoma, without
given effect to the conflict of laws rules thereof.
18. Waiver of Jury Trial.
(a) THE PARTIES TO THIS CONSULTING AGREEMENT EXPRESSLY WAIVE AND
FOREGO ANY RIGHT TO RECOVER PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES IN ANY
ARBITRATION, LAWSUIT, LITIGATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONSULTING AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS CONSULTING AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CONSULTING AGREEMENT OR THE
SERVICES CONTEMPLATED HEREBY.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVERS
SET FORTH IN SUBPARAGRAPH (a) ABOVE, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv)
IT HAS BEEN INDUCED TO ENTER INTO THIS CONSULTING AGREEMENT BY, AMONG OTHER
THINGS, WAIVERS AND CERTIFICATIONS IN THIS SECTION.
19. Binding Effect. This Consulting Agreement shall be binding upon and
enure to
9
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 9
the benefit of the parties hereto and their respective heirs, successors, and
permitted assigns, if any.
20. Entire Agreement. This Consulting Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.
21. Counterparts. This Consulting Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
22. Headings. The headings contained in this Consulting Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation
of this consulting agreement.
* * *
The foregoing represents the entirety of our agreement, superseding all
prior communications and understandings of the subject, and I invite you to
accept it by countersigning the enclosed copy of this letter, where indicated
below, and returning the copy at your earliest opportunity. I look forward to
the exciting opportunities that lie ahead for Alliance and the role that you
will play in our future.
Very truly yours,
By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
Xxxxxx X. Xxxxx III
President and Chief Executive Officer
AGREED AND ACCEPTED this
26 day of March, 2001.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx, an individual
10
Exhibit "A"
January 1, 2001
Xx. Xxxxxx X. Xxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, XX 00000
Re: Confidentiality Agreement
Dear Xxxxxx:
In regard to the Consulting Agreement executed contemporaneously herewith,
you have been retained to provide certain advisory and consulting services to
Alliance Resource Management GP, LLC and its affiliates (collectively,
"Alliance"). In order for you to accomplish the tasks that you have been
requested to undertake and complete, it will be necessary for you to receive
information concerning Alliance that is regarded as highly confidential. Before
you are provided with such information, Alliance must have assurance that you
recognize the confidential nature of this information and that you are willing
to maintain the information in confidence.
In consideration and as a condition to your being furnished with, or
granted access to, such information:
1. You acknowledge that certain information, whether provided orally or
in writing relating to Alliance including, but not limited to, technical,
financial and marketing information, which Alliance or its representatives agree
to furnish to you or which shall be acquired as a result hereto (collectively,
the "Information") is confidential and proprietary information.
2. You agree that all information shall be retained in strict confidence
by you and used for the sole purpose of providing the aforementioned advisory
and consulting services and shall not be used by you in way detrimental to
Alliance, nor used by you or any third party for its competitive benefit, or
disclosed directly or indirectly to any third party without the prior written
permission of Alliance; provided, however, that such restrictions shall not
apply to Information which: (a) at the time of disclosure is in the public
domain; (b) after disclosure becomes a part of the public domain by publication
through no violation of this Confidentiality Agreement; (c) was in your
possession prior to being furnished to you by or on behalf of Alliance; (d) is
hereafter lawfully disclosed to you by a person other than Alliance, or any of
its advisors, agents, employees, directors, officers, or other representatives,
which person to the best of your knowledge, has a legal right to disclose the
same and the Information disclosed was not acquired by such person, either
directly or indirectly, in violation of an obligation of confidence to Alliance;
or (e) is required to be disclosed by you in accordance with applicable law
after written
11
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 2
notice thereof to Alliance.
3. Unless otherwise consented to in writing by Alliance, it is understood
that all such Information may not be disclosed to your directors, officers,
employees, and authorized representatives, if any.
4. You further agree not to disperse and duplicate any of the
Information. All Information will remain the property of Alliance, and you will
return all Information (original and copies) to Alliance, at the request of
Alliance. All analyses, documents, memoranda, notes or other records maintained
in any form whatsoever, prepared by you, based on, or containing Information
shall be destroyed at the request of Alliance with written confirmation thereof
by you of such destruction.
5. In the event that you are requested or required by oral questions,
interrogatories, requests for Information or documents subpoena, civil
investigation demand, or other similar process to disclose any of the
Information acquired by you in the course of your dealing hereunder with
Alliance, or its representatives, it is agreed that you will provide Alliance
with prompt notice of such requests so that Alliance may seek an appropriate
protective order and/or waive compliance with the provisions of this
Confidentiality Agreement.
It is further agreed that if, in the absence of a protective order or the
receipt of a waiver hereunder, you are, nonetheless, in the written opinion of
counsel, compelled to disclose any of the Information to any tribunal or else
stand liable for contempt or suffer other censor or penalty, you may disclose to
such tribunal only that portion of the Information which is legally required
without liability hereunder and you will exercise your best efforts at
Alliance's expense to obtain a protective order or other reliable assurance that
confidential treatment will be accorded to the Information furnished hereunder;
provided, however, that a copy of the aforementioned written opinion of counsel
shall be furnished to Alliance prior to any such disclosure.
6. Without the prior written notice of Alliance, you will not make any
statement, any public announcement, or release to trade publications or to the
press. With respect to customers, competitors, and other third parties with whom
you have dealings during the term of the Consulting Agreement, you may identify
yourself as an independent contractor or consultant to Alliance, but shall
otherwise maintain the confidence of the terms and conditions of this Consulting
Agreement, except as shall be necessary, in the opinion of your counsel, to
comply with the requirements of applicable law and only after written notice
thereof to MAPCO Coal.
7. This Confidentiality Agreement shall expire two (2) years from the
date of termination of the aforementioned Consulting Agreement.
8. This Confidentiality Agreement shall be governed and construed in
accordance with the laws of the State of Oklahoma.
12
Xx. Xxxxxx X. Xxxxxx
January 1, 2001
Page 3
Please indicate your agreement by signing this letter, where indicated
below.
Sincerely,
Alliance Resource Management GP, LLC
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
Senior Vice President
ACCEPTED AND ACKNOWLEDGED
THIS 26 day of March 2001.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx, an individual
