CREDIT AGREEMENT dated as of August 16, 1999 among ALLIANCE RESOURCE GP, LLC, a Delaware
limited liability company (the "COMPANY"), the banks, financial institutions and other institutional lenders listed
on the signature pages hereof as the Initial Lenders (the "INITIAL LENDERS"), the Swing Line Bank (as
hereinafter defined), THE CHASE MANHATTAN BANK ("CHASE"), as paying agent (together with any
successor paying agent appointed pursuant to Article VII, the "PAYING AGENT"), Deutsche Bank AG, New
York Branch, as documentation agent (the "DOCUMENTATION AGENT"), and CITICORP USA, INC.
("CITICORP") and CHASE, as co-administrative agents (together with any successor administrative agent
appointed pursuant to Article VII, the "CO-ADMINISTRATIVE Agents" and, together with the Paying Agent,
the "AGENTS") for the Lender Parties (as hereinafter defined), with Chase Securities, Inc. and Salomon Smith
Barney Inc., as joint advisors, joint lead arrangers and joint book managers.
(1) Alliance Resource Partners, L.P., a Delaware limited partnership (the "MLP"), intends to complete an initial
public offering (the "INITIAL PUBLIC OFFERING") of common units (the "MLP UNITS"), representing at
least a 40% ownership interest in the MLP on a fully diluted basis and yielding net proceeds of at least
$110,000,000, and the remainder of which will be owned by the Equity Investor (as hereinafter defined) or one
or more of its affiliates.
(2) The Company intends to issue at least $180,000,000 of senior notes as most recently amended (as defined in
Section 1.02) (the "SENIOR NOTES") in a private placement pursuant to the Note Purchase Agreement (as
hereinafter defined). Immediately upon the closings under the Note Purchase Agreement and this Agreement,
Alliance Resource Operating Partners, L.P., a Delaware limited partnership ("AROP"), will assume the
obligations of the Company under the Loan Documents and under the Note Purchase Agreement and the Senior