Form of our Common Unit Certificate




 Exhibit 4.1 
 [Front of Certificate] 
 [LOGO] 
  
 Certificate Evidencing Common Units 
 Representing Limited Partner Interests in 
 Alliance Holdings GP, L.P. 
  

			
	 No.
                        
	 	                     Common Units

  
 In accordance with
Section 4.1 of the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., as amended, supplemented or restated from time to time (the “Partnership Agreement”), Alliance Holdings GP, L.P., a
Delaware limited partnership (the “Partnership”), hereby certifies that
                                 (the “Holder”) is the
registered owner of Common Units representing limited partner interests in the Partnership (the “Common Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of,
the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 1717 South Boulder Avenue,
Tulsa, Oklahoma 74119. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. 
  
 The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed
to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement. 
  
 THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF THE PARTNERSHIP
THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF THE PARTNERSHIP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE THE PARTNERSHIP
TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). ALLIANCE GP, LLC, THE GENERAL PARTNER OF THE PARTNERSHIP, MAY IMPOSE
ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF THE PARTNERSHIP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN
ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS
LISTED OR ADMITTED TO TRADING. 
  
 This Certificate shall not be
valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. 
  

					
	 Dated:
                                
	  	Alliance Holdings GP, L.P.
			
	 Countersigned and Registered by:
	  	By:	  	 By: Alliance GP, LLC, its General Partner

			
	American Stock Transfer & Trust Company as Transfer Agent and Registrar	  	

By:	  	 
	 	  	 	  	

	 	  	 	  	 President

			
	 By:
	  	By:	  	 
	
	  	 	  	

			
	         Authorized Signature
	  	 	  	 Secretary


  
 [Reverse of
Certificate] 
  
 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as follows according to applicable laws or regulations: 
  

					
	 TEN COM -
	  	as tenants in common	  	UNIF GIFT/TRANSFERS MIN ACT
	 TEN ENT -
	  	 as tenants by the entireties
	  	                      Custodian
                    

	 	  	 	  	     (Cust)                             (Minor)

	 JT TEN -
	  	 as joint tenants with right of
	  	 under Uniform Gifts/Transfers to

	 	  	 survivorship and not as
	  	 Minors Act (State)

	 	  	 tenants in common
	  	 

  
 Additional
abbreviations, though not in the above list, may also be used. 
  
 ASSIGNMENT OF COMMON UNITS OF 
 ALLIANCE HOLDINGS GP, L.P. 
  
 FOR VALUE RECEIVED,
                     hereby assigns, conveys, sells and transfers unto 
  

			
	
	  	

	 (Please print or typewrite name
 and address of assignee)
	  	 (Please insert Social Security or other
 identifying
number of assignee)










                     
Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
                     as its attorney-in-fact with full power of substitution to transfer the same on the books of Alliance Holdings GP, L.P.

  

					
	 Date:

  
 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15
  

	  	NOTE:	  	 The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without
alteration, enlargement or change.
  

 (Signature)
  

 (Signature)


  
 No transfer of the
Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer. 
  
 ASSIGNEE CERTIFICATION 
  
 Type of Entity (check one): 
  

					
	  ̈ Individual
	  	 ̈ Partnership	  	 ̈ Corporation
	  ̈ Trust
	  	 ̈ Other (specify)


					
		
	 Nationality (check one):
	  	 


					
	  ̈ U.S. Citizen, Resident or Domestic Entity
	  	 
	  ̈ Foreign Corporation
	  	 ̈ Non-resident Alien

  
 If
the U.S. Citizen, Resident or Domestic Entity is checked, the following certification must be completed: 
  
 Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to
certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned Interestholder’s Interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of the Interestholder). 
  
 Complete either A or B: 
  
 A. Individual Interestholder 
  

	 	1.	I am not a non-resident alien for purposes of U.S. income taxation; 

  

	 	2.	My U.S. taxpayer identification number (social security number) is:
                                        
                             


	 	3.	My home address is
                                        
                                        
                                        
         

  
 B. Partnership, Corporation or Other Interestholder 
  

	 	1.	                                      
                           is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Code and Treasury Regulations) 

  

	 	2.	The interestholder’s U.S. employer identification number is
                                        
                             

  

	 	3.	The interestholder’s office address and place of incorporation (if applicable) is
                                        
                         

  
 The interestholder agrees to notify the Partnership within sixty (60) days of the date the
Interestholder becomes a foreign person. 
  
 The
interestholder understands that this certificate may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. 
  
 Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it is a true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of: 
  

 Name of Interest holder

  

 Signature and
Date 
  

 Title
(if applicable) 
  
 Note: If the Assignee is a broker, dealer, bank, trust
company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the
Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification as to any person for whom the Assignee will hold the Common Units shall be made to the best of
Assignee’s knowledge. 
  

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