Letter Agreement Extending Put Option Period under Amended and Restated Put and Call Option Agreement between ARH Warrior Holdings, Inc. and Alliance Resource Partners, L.P.

Summary

ARH Warrior Holdings, Inc. and Alliance Resource Partners, L.P. have agreed to extend the period during which ARH can require Alliance to purchase its interests in Warrior Coal, LLC. The new deadline for completing the purchase and sale is February 28, 2003. Both parties commit to act in good faith and use their best efforts to finalize the transaction by this date. This letter serves as an official addendum to their existing agreement.

EX-10.34 4 h03349exv10w34.txt LETTER AGREEMENT ARH Warrior Holdings, Inc. January 31, 2003 Dale G. Wilkerson Vice President and Controller Alliance Resource Partners, L.P. c/o Alliance Resource Management, L/P. 1717 South Bolder Avenue Tulsa, Oklahoma 74119 Dear Dale: Reference is made to the Amended and Restated Put and Call Option Agreement (the "Agreement") by and between ARH Warrior Holdings, Inc. ("AWH") and Alliance Resource Partners, L.P. (the "MLP"), pursuant to which AWH has delivered written notice of its intent to exercise its right to cause the MLP to purchase all of the limited liability company interests in and to Warrior Coal, LLC ("Warrior Coal") pursuant to the terms and conditions set forth in the Agreement. Capitalized terms used and not defined herein shall have the meanings given to them in the Agreement. By this letter, AWH hereby agrees to extend the Put Option Period to February 28, 2003, and to diligently proceed in good faith and to use its best efforts to consummate the purchase and sale of Warrior Coal by this date. AWH understands that the MLP will also diligently proceed in good faith and use its best efforts to consummate the purchase and sale of Warrior Coal by February 28, 2003 in reliance upon this letter. This letter shall constitute an addendum to the Agreement with regard to the transactions contemplated herein. Dale G. Wilkerson January 31, 2003 Page 2 If the above correctly reflects your understanding and agreement with respect to the foregoing, please so confirm by executing this letter agreement in the space provided below. ARH WARRIOR HOLDINGS, INC. /s/ Gary J. Rathburn - -------------------------- Gary J. Rathburn Senior Vice President - Marketing Accepted and agreed to as of this 31st day of January, 2003, by: ALLIANCE RESOURCE PARTNERS, L.P. By: Alliance Resource Management GP, LLC, its Managing General Partner By: /s/ Dale G. Wilkerson ------------------------------- Name: Dale G. Wilkerson Title: Vice President and Controller