Amended And Restated Contribution Agreement Sample Contracts

Carter Validus Mission Critical REIT II, Inc. – Third Amended and Restated Contribution Agreement (May 3rd, 2018)

THIS THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of the 27th day of April, 2018 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership ("Borrower"), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation ("REIT"), EACH OF THE ENTITIES IDENTIFIED AS "SUBSIDIARY GUARANTORS" ON THE SIGNATURE PAGES OF THIS AGREEMENT (the "Initial Guarantors") and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a "Guarantor" and collectively as "Guarantors", and the Borrower and the Guarantors are sometimes hereinafter referred to individually as a " Contributing Party" and collectively as the "Contributing Parties").

Lightstone Value Plus Real Estate Investment Trust III, Inc. – SECOND AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLC (December 29th, 2015)

This Second Amended and Restated Contribution Agreement, between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the "OP"), and Lightstone SLP III LLC, a Delaware limited liability company (the "SLP"), is dated December 29, 2015 (the "Second Restatement Date").

Lightstone Value Plus Real Estate Investment Trust III, Inc. – SECOND AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLC (December 29th, 2015)

This Second Amended and Restated Contribution Agreement, between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the "OP"), and Lightstone SLP III LLC, a Delaware limited liability company (the "SLP"), is dated December 29, 2015 (the "Second Restatement Date").

Carter Validus Mission Critical REIT II, Inc. – Second Amended and Restated Contribution Agreement (December 28th, 2015)

THIS SECOND AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is entered into as of the 22nd day of December, 2015 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (Borrower), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (REIT), EACH OF THE ENTITIES IDENTIFIED AS SUBSIDIARY GUARANTORS ON THE SIGNATURE PAGES OF THIS AGREEMENT (the Initial Guarantors) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a Guarantor and collectively as Guarantors, and the Borrower and the Guarantors are sometimes hereinafter referred to individually as a Contributing Party and collectively as the Contributing Parties).

Lightstone Value Plus Real Estate Investment Trust III, Inc. – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLC (September 17th, 2015)

This Amended and Restated Contribution Agreement, between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the "OP"), and Lightstone SLP III LLC, a Delaware limited liability company (the "SLP"), is dated September 11, 2015 (the "Restatement Date").

Lightstone Value Plus Real Estate Investment Trust III, Inc. – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between LIGHTSTONE VALUE PLUS REIT III LP and LIGHTSTONE SLP III LLC (September 11th, 2015)

This Amended and Restated Contribution Agreement, between Lightstone Value Plus REIT III LP, a Delaware limited partnership (the "OP"), and Lightstone SLP III LLC, a Delaware limited liability company (the "SLP"), is dated September 11, 2015 (the "Restatement Date").

Westmoreland Coal Company – AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND BETWEEN WESTMORELAND COAL COMPANY AND WESTMORELAND RESOURCE PARTNERS, LP July 31, 2015 (August 4th, 2015)

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (as it may be further amended, modified or amended and restated from time to time, this Agreement), dated as of July 31, 2015, is made and entered into by and between Westmoreland Coal Company, a Delaware corporation (Contributor), and Westmoreland Resource Partners, LP, a Delaware limited partnership (the Partnership). Contributor and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Westmoreland Resource Partners, LP – AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND BETWEEN WESTMORELAND COAL COMPANY AND WESTMORELAND RESOURCE PARTNERS, LP July 31, 2015 (August 4th, 2015)

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (as it may be further amended, modified or amended and restated from time to time, this Agreement), dated as of July 31, 2015, is made and entered into by and between Westmoreland Coal Company, a Delaware corporation (Contributor), and Westmoreland Resource Partners, LP, a Delaware limited partnership (the Partnership). Contributor and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Rose Rock Midstream L.P. – AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND AMONG SEMGROUP CORPORATION, ROSE ROCK MIDSTREAM HOLDINGS, LLC, SEMDEVELOPMENT, L.L.C., ROSE ROCK MIDSTREAM GP, LLC, ROSE ROCK MIDSTREAM, L.P. AND ROSE ROCK MIDSTREAM OPERATING, LLC February 13, 2015 (March 25th, 2015)
Triangle Petroleum Corp. – Second Amended and Restated Contribution Agreement (February 5th, 2015)

This SECOND AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this "Agreement"), dated as of January 31, 2015, is made and entered into by and among Triangle Caliber Holdings, LLC, a Delaware limited liability company ("Triangle Holdings"), Caliber Midstream Partners, L.P., a Delaware limited partnership ("Caliber Partners"), Caliber Midstream GP LLC, a Delaware limited liability company ("Caliber GP") and FREIF Caliber Holdings LLC, a Delaware limited liability company ("FREIF"). Each of the foregoing is referred to herein as a "Party" and collectively as the "Parties."

Carter Validus Mission Critical REIT II, Inc. – First Amended and Restated Contribution Agreement (December 23rd, 2014)

THIS FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is entered into as of the 17th day of December, 2014 by and among CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (Borrower), CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (REIT), EACH OF THE ENTITIES IDENTIFIED AS SUBSIDIARY GUARANTORS ON THE SIGNATURE PAGES OF THIS AGREEMENT (the Initial Guarantors) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS AGREEMENT (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a Guarantor and collectively as Guarantors, and the Borrower and the Guarantors are sometimes hereinafter referred to individually as a Contributing Party and collectively as the Contributing Parties).

Antero Midstream Partners LP – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between ANTERO RESOURCES CORPORATION and ANTERO MIDSTREAM PARTNERS LP (November 17th, 2014)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is dated the 10th day of November, 2014, by and between Antero Resources Corporation, a Delaware corporation (Contributor), and Antero Midstream Partners LP, a Delaware limited liability company and successor by conversion to Antero Resources Midstream LLC (Antero Midstream). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Antero Midstream Partners LP – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between ANTERO RESOURCES CORPORATION and ANTERO RESOURCES MIDSTREAM LLC (October 16th, 2014)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is dated the [*] day of [*], 2014, by and between Antero Resources Corporation, a Delaware corporation (Contributor), and Antero Resources Midstream LLC, a Delaware limited liability company (Antero Midstream). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Antero Midstream Partners LP – FORM OF AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between ANTERO RESOURCES CORPORATION and ANTERO RESOURCES MIDSTREAM LLC (August 21st, 2014)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is dated the day of , 2014, by and between Antero Resources Corporation, a Delaware corporation (Contributor), and Antero Resources Midstream LLC, a Delaware limited liability company (Antero Midstream). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

First Amendment to Amended and Restated Contribution Agreement (October 30th, 2013)

This First Amendment to Amended and Restated Contribution Agreement, dated as of August 16, 2013 (the "Amendment"), is made pursuant to that certain Amended and Restated Contribution Agreement dated as of June 29, 2012 (as amended, modified or supplemented from time to time, the "Agreement"), among CAC Warehouse Funding III, LLC, a Delaware limited liability company, (the "Borrower") and Credit Acceptance Corporation, a Michigan corporation ("Credit Acceptance").

AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. And the Entities Affiliated With the Helmsley Estate Listed on the Signature Pages Hereto Dated and Effective as of November 28, 2011 and Amended and Restated as of July 2, 2012 (September 19th, 2013)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this Agreement) is made and entered into as of November 28, 2011 (the Effective Date) and amended and restated as of July 2, 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the Company), Empire State Realty OP, L.P., a Delaware limited partnership (the Operating Partnership), the entities affiliated with the Helmsley Estate (defined below) set forth on Exhibit A (individually, a Helmsley Entity and collectively, the Helmsley Entities), The Leona M. and Harry B. Helmsley Charitable Trust (the Contributing Trust), and the Estate of Leona M. Helmsley (the Helmsley Estate). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

ContraVir Pharmaceuticals, Inc. – Amended and Restated Contribution Agreement (August 8th, 2013)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of August 5, 2013, but effective as of June 10, 2013, by and between Synergy Pharmaceuticals Inc., a Delaware corporation (Parent), and ContraVir Pharmaceuticals, Inc., a Delaware corporation (the Company). Certain capitalized terms used but not otherwise defined herein are intended to have the meanings given to them in EXHIBIT A attached hereto.

AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Among Empire State Realty OP, L.P., Empire State Realty Trust, Inc. And the Entities Affiliated With the Helmsley Estate Listed on the Signature Pages Hereto Dated and Effective as of November 28, 2011 and Amended and Restated as of July 2, 2012 (November 2nd, 2012)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this Agreement) is made and entered into as of November 28, 2011 (the Effective Date) and amended and restated as of July 2, 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the Company), Empire State Realty OP, L.P., a Delaware limited partnership (the Operating Partnership), the entities affiliated with the Helmsley Estate (defined below) set forth on Exhibit A (individually, a Helmsley Entity and collectively, the Helmsley Entities), The Leona M. and Harry B. Helmsley Charitable Trust (the Contributing Trust), and the Estate of Leona M. Helmsley (the Helmsley Estate). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.

Eos Petro, Inc. – Contribution Agreement (October 15th, 2012)

This CONTRIBUTION AGREEMENT dated as of May 3, 2011 (the "Agreement") by and among Plethora Partners LLC., a California Limited liability company ("Contributor") and Eos Petro, Inc., a Delaware corporation ("EOS"), a corporation in formation.

Amended and Restated Contribution Agreement (July 6th, 2012)

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT, dated as of June 29, 2012 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CAC WAREHOUSE FUNDING III, LLC, a Delaware limited liability company ("Funding").

Schottenstein Realty Trust, Inc. – Second Amended and Restated Contribution Agreement (May 10th, 2011)

This Second Amended and Restated Contribution Agreement is made and entered into as of ____________ __, 2011 (this Agreement), by and among Schottenstein Realty Trust, Inc., a Maryland corporation and formerly known as 1492 Realty Trust, Inc. (the Company), which intends to qualify as a real estate investment trust (a REIT) for federal income tax purposes, Schottenstein Realty, LP, a Delaware limited partnership and formerly known as 1492 Realty, LP (the OP), and the contributing members set forth on the signature page hereto (each, a Contributing Member and, collectively, the Contributing Members).

Schottenstein Realty Trust, Inc. – Form of Second Amended and Restated Contribution Agreement (March 14th, 2011)

This Second Amended and Restated Contribution Agreement is made and entered into as of March __, 2011 (this Agreement), by and among Schottenstein Realty Trust, Inc., a Maryland corporation and formerly known as 1492 Realty Trust, Inc. (the Company), which intends to qualify as a real estate investment trust (a REIT) for federal income tax purposes, Schottenstein Realty, LP, a Delaware limited partnership and formerly known as 1492 Realty, LP (the OP), and the contributing members set forth on the signature page hereto (each, a Contributing Member and, collectively, the Contributing Members).

Second Amended and Restated Contribution Agreement (August 3rd, 2010)

This SECOND AMENDED AND RESTATED CONTRIBUTION AGREEMENT, dated as of June 16, 2010 (the Agreement), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation (CAC) and CAC WAREHOUSE FUNDING CORPORATION II, a Nevada corporation (Funding).

Martin Midstream Partners L.P. – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Among MARTIN OPERATING PARTNERSHIP L.P. MARTIN MIDSTREAM PARTNERS L.P. CROSS OIL REFINING & MARKETING, INC. And MARTIN RESOURCE MANAGEMENT CORPORATION November 25, 2009 (December 1st, 2009)

This Amended and Restated Contribution Agreement (the Agreement), dated as of November 25, 2009, is entered into by and among Martin Operating Partnership L.P., a Delaware limited partnership (the Acquiror), Cross Oil Refining & Marketing, Inc., a Delaware corporation (the Contributor), Martin Resource Management Corporation, a Texas corporation and the parent of the Contributor (the Guarantor), and Martin Midstream Partners L.P., a Delaware limited partnership and the parent of the Acquiror (the Parent). Capitalized terms used herein shall have the meanings set forth in Article VII.

Sanders Morris Harris Group, Inc. – Amended and Restated Contribution Agreement by and Among Sanders Morris Harris Group Inc., SMH Capital Inc., Pan Asia China Commerce Corp., Fletcher International, Ltd., Madison Williams Capital LLC and Madison Williams and Company LLC (November 12th, 2009)

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT ("Agreement"), dated as of ________, 2009, is entered into by and among Sanders Morris Harris Group Inc., a Texas corporation ("SMHG"), SMH Capital Inc., a Texas corporation (the "Company"), and a wholly-owned subsidiary of SMHG, Pan Asia China Commerce Corp., a Delaware corporation ("PAC3"), Fletcher International, Ltd., a company domiciled in Bermuda ("Fletcher"), Madison Williams Capital LLC, a New York limited liability company formerly known as Siwanoy Capital, LLC ("Madison Williams") and Madison Williams and Company LLC, a New York limited liability company formerly known as Siwanoy Securities, LLC ("New BD"), and a wholly-owned subsidiary of Madison Williams.

Third Amended and Restated Contribution Agreement (November 4th, 2009)

THIS THIRD AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this "Agreement") is made as of July 21, 2009 ("Effective Date") by and among Private Escapes Holdings, LLC, a Delaware limited liability company (as assignee in interest to Private Escapes Premiere, LLC, a Colorado limited liability company, "PE") on behalf of itself and certain of its affiliates (such affiliates being sometimes referred to hereinafter as "PE Affiliates" and being listed in SCHEDULE ONE attached hereto), and Ultimate Escapes Holdings, LLC, a Delaware limited liability company (hereinafter referred to as "Holdings") on behalf of itself and all of its affiliates (such affiliates being sometimes referred to as "Holdings Affiliates" and being listed in SCHEDULE TWO attached hereto). Throughout this Agreement, PE, Holdings and/or URH are sometimes referred to as a "Party," and collectively referred to as the "Parties." The Holdings Affiliates and PE Affiliates are collectively referred to as "Affiliates."

Amended and Restated Contribution Agreement by and Among Texas Genco Holdings, Inc., NRG South Texas LP and NRG Nuclear Development Company LLC, and Certain Subsidiaries Thereof March 25, 2008 (May 1st, 2008)

This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (NRG) (this Agreement) is made as of March 25, 2008 (the Effective Date), by and among Texas Genco Holdings, Inc., a Texas corporation (Genco), NRG South Texas LP, a Texas limited partnership (South Texas, and together with Genco, the NRG Parties), NRG Nuclear Development Company LLC, a Delaware limited liability company (the Company), STP 3&4 Investments LLC, a Delaware limited liability company (STP 3&4 ), NRG South Texas 3 LLC, a Delaware limited liability company (NRG 3 ) and NRG South Texas 4 LLC, a Delaware limited liability company (NRG 4). Each of the above are individually referred to herein as a Party and collectively as the Parties.

Movie Star – Amended and Restated Contribution Agreement (February 1st, 2008)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT dated January 28, 2008, is entered into among Fredericks of Hollywood Group Inc., a New York corporation (Group), FOH Holdings, Inc., a Delaware corporation (the Parent), Fredericks of Hollywood, Inc., a Delaware corporation (Fredericks), Fredericks of Hollywood Stores, Inc., a Nevada corporation (Stores), Hollywood Mail Order, LLC, a Nevada limited liability company, (Mail Order; together with Group, the Parent, Fredericks and Stores, each a Borrower and collectively, the Borrowers) and each Subsidiary of Group listed on the signature pages to the Guaranty referred to below (each a Guarantor and collectively, the Guarantors).

AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between DLJ MB IV HRH, LLC a Delaware Limited Liability Company and Morgans Hotel Group Co. A Delaware Corporation (December 6th, 2006)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (the Agreement) is made and entered into as of December 2, 2006 (the Effective Date) by and between DLJ MB IV HRH, LLC, a Delaware limited liability company (DLJMB), and Morgans Hotel Group, Co., a Delaware corporation (Morgans). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings specified in the LLC Agreement.

AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Between AMERICREDIT FINANCIAL SERVICES, INC., as Contributor, and BAY VIEW WAREHOUSE CORPORATION, as Depositor (September 13th, 2006)

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (the Agreement) is made as of September 7, 2006, by and between AMERICREDIT FINANCIAL SERVICES, INC. (AmeriCredit) a Delaware corporation, as assignee of Bay View Acceptance Corporation, as contributor (the Contributor), and BAY VIEW WAREHOUSE CORPORATION, a corporation established under the laws of the State of Delaware (the Depositor), having its principal place of business in Fort Worth, Texas.

AMENDED AND RESTATED CONTRIBUTION AGREEMENT BY AND AMONG TARVALON, S.L., BACARRETO, S.L. SFDS GLOBAL HOLDINGS BV, OCM LUXEMBOURG EPOF MEATS HOLDINGS SARL, OCM LUXEMBOURG OPPS MEATS HOLDINGS SARL, AND OCM LUXEMBOURG EPOF SARL (FOR PURPOSES OF SECTION 7.3 AND ARTICLE IX ONLY) AND SMITHFIELD FOODS, INC. (FOR THE PURPOSES OF ARTICLES VII AND IX ONLY) August 7, 2006 (August 10th, 2006)

AMENDED AND RESTATED CONTRIBUTION AGREEMENT, made as of the 7th day of August, 2006, by and among Tarvalon, S.L., a private limited company organized under the laws of Spain (the Company), Bacarreto, S.L., a private limited company organized under the laws of Spain (HoldCo), SFDS Global Holdings BV, a private limited liability company organized under the laws of the Netherlands (Smithfield), OCM Luxembourg EPOF Meats Holdings SARL, a societe a responsibilite limitee organized under the laws of Luxembourg (EPOF), OCM Luxembourg OPPS Meats Holdings SARL, a societe a responsibilite limitee organized under the laws of Luxembourg (OPPS and collectively with EPOF, OCM) and, for the purposes of Section 7.3 and Article IX only, OCM Luxembourg EPOF SARL, a societe a responsibilite limitee organized under the laws of Luxembourg (Oaktree) and, for the purposes of Articles VII and IX only, Smithfield Foods, Inc. (Parent).

Center for Wound Healing, Inc. – First Amended and Restated Contribution Agreement (June 22nd, 2006)

FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT dated as of June 16, 2006 (this Agreement), by and among The Center for Wound Healing, Inc., a Nevada corporation (the Company) and Joel Macher Alan Richer and Briantree Hyperbaric, LLC (collectively referred to as the Members) and the Far Rockaway Hyperbaric LLC (Far Rockaway).

Huntsman International Llc – AMENDED AND RESTATED CONTRIBUTION AGREEMENT Between HUNTSMAN INTERNATIONAL LLC, as Contributor and Originator and HUNTSMAN RECEIVABLES FINANCE LLC, as the Company Dated as of April 18, 2006. (May 9th, 2006)

AMENDED AND RESTATED CONTRIBUTION AGREEMENT, dated as of April 18, 2006 (this Agreement), between Huntsman International LLC, a limited liability company organized under the laws of the State of Delaware, as contributor (the Contributor) and Huntsman Receivables Finance LLC, a limited liability company organized under the laws of the State of Delaware, as the Company (the Company).

Alliance Holdings Gp L.P. – AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and Among ALLIANCE HOLDINGS GP, L.P., ALLIANCE GP, LLC, ALLIANCE MANAGEMENT HOLDINGS, LLC, AMH II, LLC ALLIANCE RESOURCE GP, LLC ALLIANCE RESOURCE MANAGEMENT GP, LLC and ARM GP HOLDINGS, INC. Dated as of April 14, 2006 (April 19th, 2006)

This Amended and Restated Contribution Agreement, dated as of April 14, 2006 (this Contribution Agreement), 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), Alliance Resource GP, LLC, a Delaware limited company (SGP), ARM GP Holdings, Inc., a Delaware corporation (MGP Inc.) and Alliance Resource Management GP, LLC, a Delaware limited liability company (MGP), and amends and restates in its entirety that certain Contribution Agreement, dated as of November 18, 2005 (the Original Contribution Agreement) by and among AHGP, the General Partner, AMH, AMH II and SGP.

Columbia Equity Trust – Amended and Restated Contribution Agreement (April 27th, 2005)

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of this 1st day of April, 2005 by and between Carr Holdings, LLC, a Maryland limited liability company (Contributor); and Columbia Equity, LP, a Virginia limited partnership (Acquirer).