Amendment No. 2 to Letter of Credit Facility Agreement



 Exhibit 10.1 
 AMENDMENT 
 OF 
 LETTER OF CREDIT FACILITY AGREEMENT 
 Effective October 2, 2008 
 This document shall serve as an amendment of that Letter of Credit Facility Agreement dated as of
the 2nd day of October, 2001, by and between Bank of the Lakes, N.A. (“Lender”), and Alliance Resource Partners, L.P., a
Delaware Limited Partnership (“Borrower”) and shall be effective with respect to all Letters of Credit that have been issued pursuant thereto and remain outstanding. 
 RECITALS 
 FOR GOOD AND VALUABLE CONSIDERATION, LENDER AND BORROWER hereby agree as follows, to-wit:

  

	1.	Amendments 

 a. Paragraph 1.29 “Letter of
Credit fee”. This paragraph shall be amended to reduce the Letter of Credit fee for any Letter of Credit issued hereunder from .95% per annum to .75% per annum. 
 b. Paragraph 6.11. Debt is amended to read as follows, to-wit: An event of default occurs under (a) the Letter of Credit Facility Agreement
entered into by the Borrower with Fifth Third Bank as of August 30, 2001, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, in the amount of $26,000,000.00, or (b) any other
indenture, loan agreement, promissory note or other instrument of indebtedness, in the principal amount of $10,000,000.00 or more, to which Borrower or Guarantor is a party and which, in the case of clause (a) or (b), is not cured within any
applicable cure period permitted thereunder. 
 c. Paragraph 8.1. Notices, is amended to provide the following notice requirements:

 To Borrower: 
 ALLIANCE
RESOURCE PARTNERS, L.P. 
 c/o Alliance Resource Management GP, LLC 
 1717 South Boulder Avenue, Suite 400 
 Tulsa,
Oklahoma 74119 
 Attn: Cary Marshall, Vice-President, Corporate Finance and Treasurer 
 Telefax: (918)295-7357 







 with a copy to: 
 ALLIANCE RESOURCE PARTNERS, L.P. 
 c/o Alliance Resource Management GP, LLC 
 1717 South Boulder Avenue, Suite 400 
 Tulsa,
Oklahoma 74119 
 Attn: Brian L. Cantrell, Senior Vice President and Chief Financial Officer 
 Telefax: (918)295-7361 
 And to: 

Steven C., Schnitzer, Esq. 
 Katten Muchin
Rosenman, LLP 
 2900 K Street, NW 
 Suite 200 
 Washington, DC 20007-5118 
 Telefax: (202)339-8293 
 To Lender: 
 BANK OF THE LAKES, NATIONAL ASSOCIATION 
 12401 E. 86th Street North 
 Owasso, Oklahoma 74055 
 Attn: C. M. Gibson, President and Chief Executive Officer 
 Telefax: (918)274-4707 
 with a copy to: 
 Stuart, Biolchini, & Turner 
 4000
First Place Tower 
 15 East 5th Street 
 Tulsa, Oklahoma 74103 
 Attn: Robert F. Biolchini, Esq. 
 Telefax:
(918)582-3033 
  

	2.	Representations, Warranties, and Covenants 

 Borrower represents and warrants that all of the representations and warranties set forth in the Letter of Credit Facility Agreement are true and correct as of the date hereof, and borrower further represents and warrants that borrower has
performed all of the covenants which borrower is required to perform under the Letter of Credit Facility Agreement. All representations and warranties in the Letter of Credit Facility Agreement regarding Borrower are true and correct. 








	3.	No Other Amendments 

 Except as expressly set forth
in this amendment of the Letter of Credit Facility Agreement, all other portions of the loan agreement and related documents as set forth therein and previously executed by Borrower and Guarantor shall remain and are in full force and effect.

 WITNESS WHEREOF, BORROWER AND LENDER have caused this amendment of the Letter of Credit Facility Agreement to be duly executed by their properly and duly
authorized officers as of the day and year first above written 
  

					
	“Borrower”
	
	 ALLIANCE RESOURCE PARTNERS, L.P.,
 a limited
partnership

		
	By:	 	ALLIANCE RESOURCE MANAGEMENT GP, LLC, the managing general partner
			
		 	By:	 	 /s/ Brian L. Cantrell

		 	Name:	 	Brian L. Cantrell,
		 	Title:	 	Senior Vice President – Chief Financial Officer
		
		 	Date: April 13, 2009
	
	“Lender”
	
	BANK OF THE LAKES, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ C. M. Gibson

		 	Name:	 	C. M. Gibson
		 	Title:	 	President and Chief Executive Officer
		
		 	Date: April 13, 2009