18. RELATED-PARTY TRANSACTIONS

ARLP Omnibus Agreement—Pursuant to the terms of an amended omnibus agreement, AHGP agreed, and caused its controlled affiliates to agree, for so long as management controls MGP through its ownership of AHGP, not to engage in the business of mining, marketing or transporting coal in the U.S., unless ARLP is first offered the opportunity to engage in the potential activity or acquire a potential business, and the board of directions of MGP Board of Directors with the concurrence of the Conflicts Committee of MGP ("MGP Conflicts Committee"), elects to cause ARLP not to pursue such opportunity or acquisition. The amended omnibus agreement provides, among other things, that ARLP will be presumed to desire to acquire the assets until such time as it advises AHGP that it has abandoned the pursuit of such business opportunity, and AHGP may not pursue the acquisition of such assets prior to that time. This restriction does not apply to: any business owned or operated by AHGP and its affiliates at the closing of the IPO; any acquisition by AHGP or its affiliates, so long as the majority of the value of the acquisition does not derive from a restricted business and ARLP is offered the opportunity to purchase the restricted business following its acquisition; or any business conducted by AHGP or our affiliates with the approval of the MGP Board of Directors or MGP Conflicts Committee.

Registration Rights—In connection with the Contribution Agreement, we agreed to register for sale under the Securities Act of 1933 ("Securities Act") and applicable state securities laws, subject to certain limitations, any common units proposed to be sold by SGP and the former owners of MGP or any of their respective affiliates. These registration rights required us to file one registration statement for each of these groups. We also agreed to include any securities held by the owners of SGP and the former owners of MGP or any of their respective affiliates in any registration statement that we file to offer securities for cash, except an offering relating solely to an employee benefit plan and other similar exceptions. We satisfied our requirement by registering 47,363,000 outstanding common units on Form S-3 filed with the U.S. Securities and Exchange Commission ("SEC") on June 1, 2007, declared effective on June 27, 2007. A prospectus supplement was filed with the SEC on December 18, 2007. These registration rights are in addition to the registration rights that we agreed to provide AGP and its affiliates pursuant to our limited partnership agreement.

The ARLP Partnership's Related-Party Transactions

The MGP Board of Directors and MGP Conflicts Committee review the ARLP Partnership's related-party transactions that involve a potential conflict of interest between a general partner and the ARLP Partnership or its subsidiaries or another partner to determine that such transactions are fair and reasonable to ARLP. As a result of these reviews, the MGP Board of Directors and MGP Conflicts Committee approved each of the transactions described below that had such potential conflict of interest as fair and reasonable to ARLP.

Affiliate Contributions—An affiliated entity controlled by Mr. Craft contributed $1.0 million in each of the years ended December 31, 2017 and 2016 and $1.5 million in the year ended December 31, 2015 to us for the purpose of funding certain of the ARLP Partnership's general and administrative expenses. Upon our receipt of each contribution, we contributed the same to our subsidiary and ARLP's managing general partner, MGP, which in turn contributed the same to Alliance Coal. The ARLP Partnership made special allocations to MGP of certain general and administrative expenses equal to the amount of the contributions, MGP made an identical expense allocation to us, and we then made the same expense allocation to the affiliated entity controlled by Mr. Craft.

White Oak—On September 22, 2011, the ARLP Partnership entered into the Initial Transactions (See Note 12 – Investments) with White Oak and related entities to support development of a longwall mining operation. The Initial Transactions and subsequent transactions with White Oak involved several components, including an equity investment containing certain distribution and liquidation preferences, the acquisition and lease-back of certain reserves and surface rights which generated royalties of $11.4 million in 2015, a coal handling and services agreement which generated throughput revenues of $28.2 million in 2015, a coal supply agreement, export marketing and transportation agreements and certain debt agreements. On July 31, 2015, the ARLP Partnership purchased the remaining equity interests in White Oak. See Note 3 – Acquisitions for a detailed discussion of this acquisition.

In addition to the agreements discussed above, White Oak also had agreements with the ARLP Partnership's subsidiaries for the purchase of various services and products, including for coal handling services provided by the Mt. Vernon transloading facility. For the year ended December 31, 2015 the ARLP Partnership recorded revenues of $4.6 million for services and products provided by Mt. Vernon and Matrix Design to White Oak, which are included in Other sales and operating revenues on our consolidated statements of income.

Affiliate Royalty Agreements

The following table summarizes advanced royalties outstanding and related payments and recoupments under the ARLP Partnership's affiliate royalty agreements:


				WKY CoalPlay
				Towhead		Webster		Henderson		WKY
		SGP		Coal		Coal		Coal		CoalPlay
				Henderson						Henderson
		Tunnel		& Union		Webster		Henderson		& Union
		Ridge		Counties, KY		County, KY		County, KY		Counties, KY		Total
		Acquired		Acquired		Acquired		Acquired		Acquired
		2005		December 2014		December 2014		December 2014		February 2015
	(in thousands)
As of January 1, 2015		$	10,706	$	—	$	—	$	—	$	—	$	10,706
Payments			3,000		3,598		2,568		2,522		2,131		13,819
Recoupment			(8,293)		—		(42)		—		—		(8,335)
As of December 31, 2015			5,413		3,598		2,526		2,522		2,131		16,190
Payments			3,000		3,598		2,568		2,522		2,131		13,819
Recoupment			(8,413)		(1)		(1,775)		—		—		(10,189)
As of December 31, 2016			—		7,195		3,319		5,044		4,262		19,820
Payments			6,000		3,598		2,568		2,522		2,131		16,819
Recoupment			(3,000)		(109)		(531)		—		(6)		(3,646)
As of December 31, 2017		$	3,000	$	10,684	$	5,356	$	7,566	$	6,387	$	32,993

SGP—In January 2005, the ARLP Partnership acquired Tunnel Ridge from ARH. In connection with this acquisition, the ARLP Partnership assumed a coal lease with SGP. Under the terms of the lease, Tunnel Ridge has paid SGP and will continue to pay SGP an annual minimum royalty of $3.0 million until the earlier of January 1, 2033 or the exhaustion of the mineable and merchantable leased coal. In December 2016, Tunnel Ridge had recouped all past annual advances and made the first earned royalty payment to SGP, which was nominal. During 2017, Tunnel Ridge incurred $7.2 million in earned royalties of which $0.8 million was payable to SGP in January 2018 and paid its annual minimum of $3.0 million to SGP in January 2017 which was fully recouped by March 2017. Tunnel Ridge also paid the $3.0 million annual minimum due on January 1, 2018 in late December 2017 which will be fully recouped by March 2018.

WKY CoalPlay—In February 2015 , WKY CoalPlay entered into a coal lease agreement with Alliance Resource Properties regarding coal reserves located in Henderson and Union Counties, Kentucky. The lease has an initial term of 20 years and provides for earned royalty payments to WKY CoalPlay of 4.0% of the coal sales price and annual minimum royalty payments of $2.1 million. All annual minimum royalty payments are recoupable from future earned royalties. Alliance Resource Properties also was granted an option to acquire the leased reserves at any time during a three -year period beginning in February 2018 for a purchase price that would provide WKY CoalPlay a 7.0% internal rate of return on its investment in these reserves taking into account payments previously made under the lease (See Note 10 – Variable Interest Entities).

In December 2014, WKY CoalPlay's subsidiaries, Towhead Coal Reserves, LLC ("Towhead Coal"), Webster Coal Reserves, LLC ("Webster Coal"), and Henderson Coal Reserves, LLC ("Henderson Coal") entered into coal lease agreements with Alliance Resource Properties. The leases with Towhead Coal and Henderson Coal have initial terms of 20 years and provide for earned royalty payments of 4.0% of the coal sales price to both and annual minimum royalty payments of $3.6 million and $2.5 million, respectively. The lease with Webster Coal has an initial term of 7 years and provides for earned royalty payments of 4.0% of the coal sales price and annual minimum royalty payments of $2.6 million. All annual minimum royalty payments for each agreement are recoupable from future earned royalties related to their respective agreements. Each agreement grants Alliance Resource Properties an option to acquire the leased reserves at any time during a three-year period beginning in December 2017 for a purchase price that would provide WKY CoalPlay a 7.0% internal rate of return on its investment in the reserves taking into account payments previously made under the leases (See Note 10 – Variable Interest Entities).

SGP Land—In 2001, SGP Land, as successor in interest to an unaffiliated third party, entered into an amended mineral lease with MC Mining. Under the terms of the lease, MC Mining was required to pay an annual minimum royalty of $0.3 million until $6.0 million of cumulative annual minimum and/or earned royalty payments had been paid. The cumulative annual minimum lease requirement of $6.0 million was met in 2015. MC Mining paid to SGP Land earned royalties of $0.6 million in each of the years ended December 31, 2017 and 2016 and $1.9 million in the year ended December 31, 2015.

Cavalier Minerals–– As discussed in Note 10 – Variable Interest Entities, Alliance Minerals has a limited partnership interest in Cavalier and consolidates Cavalier Minerals which holds limited partner interests in the AllDale Minerals entities, which were created to purchase oil and gas mineral interests in various geographical locations within producing basins in the continental U.S. See Note – 12 Investments for information on payments made and distributions received by the ARLP Partnership.

Mineral Lending––See Note 7 – Long-Term Debt for discussion of the Cavalier Credit Agreement and Mineral Lending.