Amendment No. 2 to Revolving Credit Facility



 Exhibit 10.67 
 AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT 
 AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT,
dated as of January 29, 2008 (the “Amendment”), by and between ALLIANCE HOLDINGS GP, L.P., a Delaware limited partnership (the “Borrower”), and C-HOLDINGS, LLC, a Delaware limited liability
company (the “Lender”). 
 Recitals: 
 WHEREAS, the Borrower and the Lender are parties to that certain Revolving Credit Agreement, dated as of May 15, 2006 and amended by Amendment No. 1 to Revolving Credit Agreement dated as of March 12,
2007 (as amended, modified or supplemented to date, the “Credit Agreement”; capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement), pursuant to which the Lender has
made available to the Borrower a revolving credit facility in the amount of up to $2,000,000, subject to the terms and conditions set forth therein; and 
 WHEREAS, the Borrower and the Lender desire to (i) extend the Termination Date and (ii) provide that a change of control of Borrower shall be an Event of Default upon the terms and conditions set forth
herein. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby agree as follows: 
 SECTION 1. Amendments to the Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Amendment to
Definitions. Section 1.1 of the Credit Agreement entitled Definitions is hereby amended as follows: 
 (i) The
defined term “Change of Control” is added as follows: 
 “Change of Control” means the occurrence of any of the
following: (a) the “Management Holders” (as defined below) and Alliance Resource GP, LLC shall at any time for any reason cease to own collectively at least fifty-one percent (51%) of the outstanding limited partnership units of
Borrower, or (b) Alliance GP, LLC shall at any time for any reason cease to be the sole or managing general partner of Borrower, or (c) Alliance GP, LLC shall at any time for any reason cease to be wholly owned by Lender or Joseph W.
Craft III, directly or indirectly. 







 (ii) The defined term “Management Holders” is added as follows: 
 “Management Holders” means (a) those individuals and trusts identified as Management Holders on the signature pages of that certain
Transfer Restrictions Agreement dated as of June 13, 2006 by and among Borrower, Alliance GP, LLC, Lender, Joseph W. Craft III, Alliance Resource Holdings II, Inc., Alliance Resource Holdings, Inc. and Alliance Resource GP, LLC and
such individuals and trusts and (b) any Family Members of those individuals and trusts who hold Restricted Securities as a result of a Family Transfer (as each of the capitalized terms in this subparagraph (b) is defined in the Transfer
Restrictions Agreement). 
 (iii) The definition of “Termination Date” contained in Section 1.1 of the Credit
Agreement is hereby amended by deleting the words “March 31, 2008” appearing in clause (x) thereof and substituting therefor the words “March 31, 2011”. 
 (b) Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended by adding at the end of subparagraph
(g) thereof the word “or” and adding a new subparagraph (h) as follows: 
 (h) a Change of Control shall
occur; 
 SECTION 2. Ratification. The Credit Agreement, as amended by this Amendment, is hereby ratified and affirmed in all respects
and shall remain in full force and effect. 
 SECTION 3. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS
OF THE STATE OF OKLAHOMA AND, FOR ALL PURPOSES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES. 
 SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each complete set of which, when so executed and delivered by all parties, shall be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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 SECTION 5. Headings and Bold Type. The section headings and bold type used herein have been
inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Amendment. 
 IN WITNESS
WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written. 
  
  

									
	BORROWER
		
		 	Alliance Holdings GP, L.P.
			
		 	By:	 	Alliance GP, LLC, its general partner
				
		 		 	By:	 	/s/ R. Eberley Davis
		 		 		 	Name:	 	R. Eberley Davis
		 		 		 	Title:	 	Senior Vice President


  

							
	LENDER
		
		 	C-Holdings, LLC
			
		 	By:	 	/s/ Joseph W. Craft III
		 		 	Name:	 	Joseph W. Craft III
		 		 	Title:	 	President


  

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