Exhibit 10.9
AMENDMENT NO. 1
TO
LETTER OF CREDIT FACILITY AGREEMENT
This AMENDMENT NO. 1, dated as of December 20, 2002 (the
"Amendment"), to the Letter of Credit Facility Agreement, dated as of August 30,
2001 (as heretofore extended or supplemented, the "Letter of Credit Facility
Agreement"), between ALLIANCE RESOURCE PARTNERS, L.P., a Delaware limited
partnership (the "Borrower"), and FIFTH THIRD BANK, an Ohio banking corporation
(the "Lender"). Capitalized terms used herein without definition shall have the
respective meanings specified in the Letter of Credit Facility Agreement.
W I T N E S S E T H
WHEREAS, pursuant to the Letter of Credit Facility Agreement,
the Lender has made available to the Borrower a letter of credit facility, upon
the terms and conditions specified in the Letter of Credit Facility Agreement;
WHEREAS, the Borrower has requested a modification to one or
more terms of the Letter of Credit Facility Agreement, and the Lender is willing
to make such modifications; and
WHEREAS, upon the terms and subject to the conditions
contained herein, the parties hereto desire to amend the Letter of Credit
Facility Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Amendment to Section 1.25 of the Letter of Credit
Facility Agreement. The parties hereto hereby amend the definition of Letter of
Credit Commitment by deleting such definition in its entirety and substituting
therefor the following:
"Letter of Credit Commitment" means the commitment of the
Lender to issue Letters of Credit in an amount up to $20,000,000, as
the same may be reduced in accordance with Sections 2.4 and 7.1(iii)
hereof.
Section 2. Miscellaneous. This Amendment shall be governed by
and construed in accordance with the laws of the State of Ohio, without giving
effect to principles of conflicts of laws. Except as hereby expressly amended by
this Amendment, the terms, covenants, conditions, agreements and representations
and warranties contained in the Letter of Credit Facility Agreement are in all
respects ratified and confirmed and remade as of the date hereof and, except as
amended hereby, shall continue in full force and effect. This Amendment
represents the agreement of the parties hereto with respect to the subject
matter hereof, and there
are no promises, undertakings, representations or warranties by the Lender
relative to the subject matter hereof not expressly set forth or referred to
herein. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall be deemed one
and the same instrument. The section headings and subsection headings have been
inserted for convenience of reference only and do not constitute matters to be
considered in interpreting this Amendment.
[signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
"Borrower"
ALLIANCE RESOURCE PARTNERS, L.P.,
a Delaware limited partnership
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
"Lender"
FIFTH THIRD BANK
By /s/ Marie B. Magnin
--------------------------
Name: Marie Magnin
Title: Relationship Manager
3