Exhibit 10.1
E XECUTION C OPY
SECOND AMENDMENT TO
OMNIBUS AGREEMENT
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 ”).
RECITALS
WHEREAS, the MLP, ARH, the SGP and the MGP entered into the Omnibus Agreement, dated as of August 20, 1999 (the
“ Agreement ”);
WHEREAS, on May 8, 2002, the Agreement was amended to, among other things, join AMH-II and ARH II as parties;
WHEREAS, on April 14, 2006, AMH, AMH-II, the SGP, the MGP, AGP and AHGP entered into a Contribution Agreement,
(the “ Contribution Agreement ”) pursuant to which at the closing of the AHGP initial public offering on the date hereof, AMH,
AMH-II and the SGP collectively contributed a 1.98% general partner interest in ARLP, incentive distribution rights in ARLP
and 15,550,628 common units representing limited partner interests in ARLP to AHGP in exchange substantially all of the
proceeds AHGP receives from its initial public offering as well as common units representing limited partner interests in AHGP;
and
WHEREAS, concurrently with the consummation of the transactions contemplated by the Contribution Agreement, the
MLP, ARH, the SGP, the MGP,ARH II and AMH-II desire to amend the Agreement to join AHGP, AGP and AMH as