Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 1

 

	
 
    	
Dated as of   October 16, 2015
    


 

To the banks, financial institutions
 and other institutional lenders
 (collectively, the “Lenders”) parties
 to the Credit Agreement referred to
 below and to JPMorgan Chase Bank, N.A., 
 as Administrative Agent for the Lenders

 

Ladies and Gentlemen:

 

We refer to the Third Amended and Restated Credit Agreement dated as of May 23, 2012, (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) among the undersigned and you.  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

 

You and we have agreed, upon the following terms and conditions, to amend the Credit Agreement in certain respects.  Accordingly, it is hereby agreed by you and us as follows:

 

Section 1.  Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date of this Amendment, hereby amended as follows:

 

(a)                                 Section 5.02(b)(iii)(G) is amended by deleting the figure “$10,000,000” and substituting therefor the figure “$100,000,000”.

 

(b)                                 Section 5.02(e)(iii) is amended by deleting the figure “$10,000,000” and substituting therefor the figure “$100,000,000”.

 

Section 2.  Representation.  The Company represents and warrants that the representations and warranties contained in Section 4.01 of the Credit Agreement are correct in all material respects on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), before and after giving effect to this Amendment, and no Default has occurred and is continuing.

 

Section 3.  Effectiveness, Etc.  This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the undersigned and the Required Lenders and the Administrative Agent shall have received the following:

 

(a)                                 The consent of each Guarantor in the form attached hereto.

 

(b)                                 An amendment fee for the account of the Lenders that execute and deliver this Amendment on or before October 16, 2015 equal to 0.05% of (a) in the case of each Term Lender, the aggregate principal amount of the Term Advances owing to such Term Lender and (b) in the case of each Revolving Credit Lender, the Revolving Credit Commitment of such Revolving Credit Lender.

 











 

(c)                                  The fees and expenses of Shearman & Sterling LLP, counsel to the Administrative Agent, to the extent that such fees and expenses have been invoiced at least 24 hours prior to the date hereof.

 

This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

 

On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

 

The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

 

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least one signature page of this Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York  10022.

 

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic medium shall be effective as delivery of an original executed counterpart of this Amendment.

 

2











 

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

 

	
 
    	
Very truly yours,
    
	
 
    	
 
    
	
 
    	
ALLIANCE RESOURCE   OPERATING PARTNERS, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
ALLIANCE RESOURCE   MANAGEMENT GP, LLC,
    
	
 
    	
 
    	
its   Managing General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/ CARY P. MARSHALL
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Cary P. Marshall
    
	
 
    	
 
    	
Title:
    	
Vice President -   Corporate Finance and Treasurer
    


 











 

	
Agreed   as to the foregoing Amendment as of the date first above written:
    
	
 
    	
 
    	
 
    
	
JPMORGAN CHASE BANK,   N.A.
    	
 
    	
 
    
	
as   Administrative Agent and Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
/s/ PETER S. PREDUN
    	
 
    
	
 
    	
Name:
    	
Peter S. Predun
    	
 
    	
 
    
	
 
    	
Title:
    	
Executive Director
    	
 
    	
 
    


 











 

	
Agreed   as to the foregoing Amendment as of the date first above written:
    
	
 
    	
 
    	
 
    
	
Citibank, N.A.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
/s/ JOHN TUCKER
    	
 
    
	
 
    	
Name: John Tucker
    	
 
    	
 
    
	
 
    	
Title: Vice President
    	
 
    	
 
    


 











 

	
Agreed   as to the foregoing Amendment as of the date first above written:
    
	
 
    	
 
    	
 
    
	
WELLS FARGO BANK,   NATIONAL ASSOCIATION
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
As Issuing Bank and   Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
/s/ MICHAEL A. TRIBOLET
    	
 
    
	
 
    	
Name: Michael A. Tribolet
    	
 
    	
 
    
	
 
    	
Title: Managing   Director
    	
 
    	
 
    


 











 

	
Agreed   as to the foregoing Amendment as of the date first above written:
    
	
 
    	
 
    	
 
    
	
Branch Banking and   Trust Company
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
/s/ TROY R. WEAVER
    	
 
    
	
 
    	
Name: Troy R. Weaver
    	
 
    	
 
    
	
 
    	
Title: Senior Vice President
    	
 
    	
 
    


 












 

Agreed as to the foregoing Amendment of the date first above written:

 

	
Compass Bank
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ JAY S. TWEED
    	
 
    
	
 
    	
Name: Jay S. Tweed
    	
 
    
	
 
    	
Title: Senior Vice   President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
BOKF, NA dba Bank of   Oklahoma
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ STEVENS E. WARRICK
    	
 
    
	
 
    	
Name: Stevens E.   Warrick
    	
 
    
	
 
    	
Title: Senior Vice   President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
Fifth Third Bank
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ CHRISTOPHER C.   MOTLEY
    	
 
    
	
 
    	
Name: Christopher C.   Motley
    	
 
    
	
 
    	
Title: Senior Vice   President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
MUFG UNION BANK, N.A.   f/k/a UNION BANK, N.A.
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ ERIC OTIENO
    	
 
    
	
 
    	
Name: Eric Otieno
    	
 
    
	
 
    	
Title: Vice President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
PNC Bank, National Association
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ DANIEL SCHERLING
    	
 
    
	
 
    	
Name: Daniel Scherling
    	
 
    
	
 
    	
Title: Assistant Vice   President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
U.S. BANK NATIONAL   ASSOCIATION
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ JONATHAN F.   LINDVALL
    	
 
    
	
 
    	
Name: Jonathan F.   Lindvall
    	
 
    
	
 
    	
Title: Vice President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
COMERICA BANK
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ KYLE J. WEISS
    	
 
    
	
 
    	
Name: Kyle J. Weiss
    	
 
    
	
 
    	
Title: Vice President
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
Goldman Sachs Bank USA
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ MICHELLE LATZONI
    	
 
    
	
 
    	
Name: Michelle Latzoni
    	
 
    
	
 
    	
Title: Authorized   Signatory
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
Royal Bank of Canada
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ CALEB ALLEN
    	
 
    
	
 
    	
Name: Caleb Allen
    	
 
    
	
 
    	
Title: Authorized   Signatory
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

	
Santander Bank, N.A.
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ AIDAN LANIGAN
    	
 
    
	
 
    	
Name: Aidan Lanigan
    	
 
    
	
 
    	
Title: Senior Vice   President
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By
    	
/s/ PUIKI LOK
    	
 
    
	
 
    	
Name: Puiki Lok
    	
 
    
	
 
    	
Title: Vice President
    	
 
    


 












 

Agreed as to the foregoing Amendment as of the date first above written:

 

Land Bank of Taiwan, New York Branch

 

	
By
    	
/s/ ARTHUR CHEN
    	
 
    
	
 
    	
Name: Arthur Chen
    	
 
    
	
 
    	
Title: General Manager
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

Chang Hwa Commercial Bank, Ltd.,

Los Angeles Branch

 

	
By
    	
/s/ KANG YANG
    	
 
    
	
 
    	
Name: Kang Yang
    	
 
    
	
 
    	
Title: VP &   General Manager
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

E.Sun Commercial Bank, Ltd., Los Angeles Branch

 

	
By
    	
/s/ EDWARD CHEN
    	
 
    
	
 
    	
Name: Edward Chen
    	
 
    
	
 
    	
Title: Senior   VP & General Manager
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

Taiwan Cooperative Bank, Los Angeles Branch

 

	
By
    	
/s/ MING-CHIH CHEN
    	
 
    
	
 
    	
Name: Ming-Chih Chen
    	
 
    
	
 
    	
Title: VP &   General Manager
    	
 
    


 











 

Agreed as to the foregoing Amendment as of the date first above written:

 

First Commercial Bank, Ltd., A Republic of China Bank Acting Through Its Los Angeles Branch

 

	
By
    	
/s/ TERRY YUAN-GAN JU
    	
 
    
	
 
    	
Name: Terry Yuan-Gan Ju
    	
 
    
	
 
    	
Title: VP &   General Manager
    	
 
    


 











 

CONSENT

 

Dated as of October 16, 2015

 

Each of the undersigned, as Guarantors under the Subsidiary Guaranty dated May 23, 2012 (the “Guaranty”) in favor of the Lenders and the Administrative Agent, each as defined in the Credit Agreement referred to in the foregoing Amendment No. 1, hereby consents to such Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment, and (b) each Guarantor does, and shall continue to, absolutely, unconditionally and irrevocably guarantee the punctual payment when due of all Guaranteed Obligations (as defined in the Guaranty).

 

	
 
    	
ALLIANCE   COAL, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ CARY P. MARSHALL
    
	
 
    	
 
    	
Name:
    	
Cary P. Marshall
    
	
 
    	
 
    	
Title:
    	
Vice   President-Corporate Finance and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
ALLIANCE   RESOURCE PROPERTIES, LLC
    
	
 
    	
ALLIANCE   DESIGN GROUP, LLC
    
	
 
    	
ALLIANCE   LAND, LLC
    
	
 
    	
ALLIANCE   PROPERTIES, LLC
    
	
 
    	
ALLIANCE   SERVICE, INC.
    
	
 
    	
ARP SEBREE, LLC
    
	
 
    	
ARP SEBREE SOUTH, LLC
    
	
 
    	
ALLIANCE WOR PROPERTIES, LLC
    
	
 
    	
HAMILTON COUNTY COAL, LLC
    
	
 
    	
BACKBONE   MOUNTAIN, LLC
    
	
 
    	
EXCEL   MINING, LLC
    
	
 
    	
GIBSON   COUNTY COAL, LLC
    
	
 
    	
GIBSON COUNTY COAL (SOUTH), LLC
    
	
 
    	
HOPKINS   COUNTY COAL, LLC
    
	
 
    	
MC   MINING, LLC
    
	
 
    	
METTIKI   COAL, LLC
    
	
 
    	
METTIKI   COAL (WV), LLC
    
	
 
    	
MT.   VERNON TRANSFER TERMINAL, LLC
    
	
 
    	
PENN   RIDGE COAL, LLC
    
	
 
    	
PONTIKI   COAL, LLC
    
	
 
    	
RIVER   VIEW COAL, LLC
    
	
 
    	
SEBREE MINING, LLC
    
	
 
    	
STEAMPORT, LLC
    
	
 
    	
TUNNEL   RIDGE, LLC
    
	
 
    	
WARRIOR   COAL, LLC
    
	
 
    	
WEBSTER   COUNTY COAL, LLC
    


 











 

	
 
    	
WHITE COUNTY COAL, LLC
    
	
 
    	
MATRIX DESIGN GROUP, LLC
    
	
 
    	
WHITE OAK RESOURCES LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ CARY P. MARSHALL
    
	
 
    	
 
    	
Name:
    	
Cary P. Marshall
    
	
 
    	
 
    	
Title:
    	
Vice   President-Corporate Finance and Treasurer