0001193125-06-167749 Sample Contracts

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 • August 9th, 2006 • Alliance Resource Partners Lp • Bituminous coal & lignite surface mining

THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into this 15th day of May, 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”).

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SECOND AMENDMENT TO OMNIBUS AGREEMENT
Omnibus Agreement • August 9th, 2006 • Alliance Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

This Second Amendment (the “Amendment”) to the Omnibus Agreement is made and entered into as of May 15, 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”).

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