LETTER OF CREDIT FACILITY AGREEMENT
This Letter of Credit Facility Agreement is dated as of this 2nd day of October, 2001 by and between BANK
OF THE LAKES, NATIONAL ASSOCIATION ("Lender"), and ALLIANCE RESOURCE PARTNERS,
L.P., a Delaware limited partnership ("Borrower").
A. Borrower has requested a $5,000,000 line of credit ("Loan") from Lender for the issuance from time to time
of Letters of Credit (defined below).
B. Subject to Borrower's compliance with all of the terms, conditions and covenants hereinafter set forth and
predicated on Borrower's representations and warranties, each of which is material and is being relied upon by
Lender, Lender agrees to issue from time to time Letters of Credit for the account of Borrower and for the
benefit of Borrower and its subsidiaries in the amount and on the terms hereinafter set forth up to the total of the
Letter of Credit Commitment.
For valuable consideration received and in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto hereby agree to the following:
1. Definitions. The following terms shall have the meanings given.
1.1. "Advance" means the disbursement by Lender under a Letter of Credit to the beneficiary thereof for the
account of Borrower.
1.2. "Agreement" means this Letter of Credit Facility Agreement, as amended, amended and restated, modified
or supplemented from time to time in accordance with the terms hereof.
1.3. "Alliance Resource GP, LLC" means Alliance Resource GP, LLC, a Delaware limited liability company.
1.4. "Alliance Resource Master Credit Agreement" means the Credit Agreement, dated as of August 16, 1999,
among AROP, as borrower and assignee of Alliance Resource GP, LLC, the banks, financial institutions and
other institutional lenders from time to time parties thereto, the Swing Line Bank (as defined therein), The Chase
Manhattan Bank ("Chase"), as paying agent, Deutsche Bank AG, New York Branch, as documentation