0001193125-06-131183 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 16th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Delaware

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2006, is by and among Alliance Holdings GP, L.P., a Delaware limited partnership (“AHGP”), Alliance GP, LLC, a Delaware limited liability company (the “General Partner”), Alliance Management Holdings, LLC, a Delaware limited liability company (“AMH”), AMH II, LLC, a Delaware limited liability company (“AMH II”), and Alliance Resource GP, LLC, a Delaware limited liability company (the “SGP” and, together with AMH and AMH II, the “Initial Investor Companies”), which Agreement amends and restates in its entirety that certain Registration Rights Agreement entered into by the parties hereto on May 15, 2006 (the “Original Agreement”).

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TRANSFER RESTRICTIONS AGREEMENT
Transfer Restrictions Agreement • June 16th, 2006 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • Oklahoma

This TRANSFER RESTRICTIONS AGREEMENT (this “Agreement”), dated as of June 13, 2006, 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, (vii) Alliance Resource GP, LLC, a Delaware limited liability company (the “SGP”) and wholly owned by ARH, and (viii) each of the individuals and trusts identified as Management Holders on the signature pages hereto (collectively, the “Management Holders”).

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