Alliance Holdings GP, L.P. (Form: 8-K, Received: 04/07/2017 17:13:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 3, 2017

ALLIANCE HOLDINGS GP, L.P.

(Exact name of registrant as specified in its charter)

Delaware

Commission

03-0573898

(State or other jurisdiction of

incorporation or organization)

File No.: 0-51952

(IRS Employer

Identification No.)

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119
(Address of principal executive offices and zip code)

(918) 295-1415
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 2.03 below is incorporated by reference into this Item 1.01.

ITEM 2.03 Creation of a Direct Financial Obligation

On April 3, 2017, Alliance Resource Partners, L.P.’s (the “Partnership”) wholly-owned subsidiary Alliance Resource Operating Partners, L.P. (the “Intermediate Partnership”) entered into Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with certain banks and other lenders, including JPMorgan Chase Bank, N.A. as administrative agent (the "Administrative Agent"), for a revolving credit facility and term loan (the "Credit Facility"). The effectiveness of the Amendment is conditioned upon the completion of the Intermediate Partnership’s previously announced bond offering and repayment of the Intermediate Partnership’s outstanding $145 million 6.72% Series B Senior Notes Due June 26, 2018. The Amendment, among other things, modifies the Credit Agreement as follows:

extends the maturity date for approximately $460.5 million in commitments to May 23, 2021,

eliminates the Cavalier and Senior Notes Conditions (as defined in the Credit Agreement),

lowers the fixed charge ratio required for distribution payments from 1.25 to 1.0 to 1.15 to 1.0,

raises the consolidated debt to consolidated cash flow ratio required under the maintenance financial covenants from 2.25 to 1.0 to 2.50 to 1.0,

eliminates the requirement that the Intermediate Partnership maintain a certain level of mineable coal reserves,

allows the Intermediate Partnership to repay its $145 million in Series B Notes prior to maturity,

further limits the Intermediate Partnership’s subsidiaries’ ability to incur unsecured debt directly as a borrower, and

permits the Intermediate Partnership in certain instances to require a lender to assign its position in the Credit Agreement to another eligible lender if such lender refuses to agree to an extension of the maturity of the revolving credit facility after the Intermediate Partnership so requests or refuses to approve a consent, amendment or waiver under the Credit Agreement that requires the approval of all lenders if such consent, amendment or waiver has been approved by lenders holding a majority of the lender commitments under the Credit Agreement.

A copy of Amendment No. 1 to the Fourth Amended and Restated Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 8.01 Other Events

On April 7, 2017, the Partnership issued a press release to announce that the Intermediate Partnership and Alliance Resource Finance Corporation priced their private placement to eligible purchasers of $400.0 million aggregate principal amount of 7.5% senior notes due 2025 (the “Notes”). The Notes priced at par and the settlement of the private placement is expected to occur on April 24, 2017, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description
	10.1	Amendment No. 1 dated April 3, 2017 to the Fourth Amended and Restated Credit Agreement, dated as of January, 27, 2017, by and among Alliance Resource Operating Partners, L.P., as borrower, the initial lenders, initial issuing banks and swingline bank named therein, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. as joint lead arrangers, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and BOKF, NA DBA Bank of Oklahoma as joint bookrunners, Wells Fargo Bank, National Association, Citibank, N.A., and BOKF, NA DBA Bank of Oklahoma as syndication agents, and the other institutions named therein as documentation agents.
	99.1	Press release dated April 7, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alliance Holdings GP, L.P.



By:	Alliance GP, LLC,
	its general partner


By:	/s/ Joseph W. Craft III
	Joseph W. Craft III
	President, Chief Executive Officer
	and Director

Date: April 7, 2017

EXHIBIT 10.1

EXECUTION COPY

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

Dated as of April 3, 2017

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “ Amendment ”) among ALLIANCE RESOURCE OPERATING PARTNERS, L.P., a Delaware limited partnership (the “ Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and JPMORGAN CHASE BANK, N.A., as agent (the “ Agent ”) for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Borrower, the Lenders and the Agent have entered into a Fourth Amended and Restated Credit Agreement dated as of January 27, 2017 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower has requested certain amendments to the Credit Agreement and has requested that the Extending Lenders further extend their respective Revolving Credit Commitments, Letter of Credit Commitments and Swing Line Commitments, as applicable, for an additional two years, to May 23, 2021.

(3) The Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth, and each of the Extending Lenders so indicating on its signature page hereto has agreed to extend its Revolving Credit Commitment, Letter of Credit Commitment and Swing Line Commitment, as applicable, for an additional two years, to May 23, 2021.

SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4, hereby amended as follows:

(a) The following definitions are added to Section 1.01 in appropriate alphabetical order:

“ Amendment No. 1 ” means Amendment No. 1 to this Agreement, dated as of April 3, 2017.

“ Extending Lender (2019) ” means each Extending Lender that does not agree to extend its Revolving Credit Commitment, Letter of Credit Commitment and the Swing Line Commitment (to the extent applicable) in accordance with Section 2 of Amendment No. 1.

“ Extending Lender (2021) ” means each Extending Lender that agrees to extend its Revolving Credit Commitment, Letter of Credit Commitment and the Swing Line Commitment (to the extent applicable) in accordance with Section 2 of Amendment No. 1.

“ Non-Consenting Lender ” means any Lender that does not approve any (i) consent, waiver or amendment that (x) requires the approval of all or all affected Lenders in accordance with the terms of Section 8.01 and (y) has been approved by the Required Lenders or (ii) request by the Borrower for an extension of the Termination Date.

(b) The definitions of “ Related Documents ” and “ Termination Date ” in Section 1.01 is amended in full to read as follows:

“ Related Documents ” means the Partnership Agreement and the MLP Agreement.

“ Termination Date ” means:

(a) with respect to the Term Advances and the Term Facility, the earlier of (i) May 23, 2017 and (ii) the acceleration of the Term Advances pursuant to Section 6.01 ; and

(b) with respect to the Revolving Credit Commitments, the Letter of Credit Commitment, the Swing Line Commitment and the Revolving Credit Facility, the earlier of (i) (x) for each Non-Extending Lender, May 23, 2017, (y) for each Extending Lender (2019), May 23, 2019 and (z) for each Extending Lender (2021), May 23, 2021 and (ii) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitment and the Swing Line Commitment pursuant to Section 2.05 or 6.01 .

(ii) The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders that are Extending Lenders on the Termination Date for the Revolving Credit Facility applicable to such Extending Lenders the aggregate principal amount of the Revolving Credit Advances owing to such Extending Lenders then outstanding.

(d) There is added to the end of Section 2.13 the following sentence:

Each of the Extending Lenders hereby acknowledges and agrees that principal repayments made to the Extending Lenders (2019) on the Termination Date applicable to the Extending Lenders (2019) (and not also applicable to the Extending Lenders (2021)) shall not be subject to the share provisions of this Section.

(e) Section 2.17(b) is amended (i) by deleting the phrase “or if any Lender becomes a Defaulting Lender” and substituting therefor the phrase “or if any Lender becomes a Defaulting Lender, or if any Lender is a Non-Consenting Lender” and (ii) by adding thereto a new clause (iv) at the end of the first sentence to read as follows:

and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent or the applicable request for extension

(f) Section 5.01(n) is deleted in full and replaced with “Intentionally omitted”.

(g) Section 5.02(b)(i)(B) is amended by deleting the phrase “incurred in the ordinary course of business”.

(h) Section 5.02(b)(i)(C) is amended by deleting the phrase “incurred in the ordinary course of business”.

(i) Section 5.02(b)(i)(D) is amended in full to read as follows:

(D) (i) the Senior Notes and Permitted Junior Refinancing Debt in respect thereof in an aggregate principal amount not to exceed $145,000,000 and (ii) junior secured Debt in an aggregate principal amount at any time outstanding not to exceed $300,000,000; provided that, in the case of this clause (ii) , (a) such Debt is (i) if secured, secured by Liens on (x) the Collateral that are junior to the Liens on the Collateral securing the Obligations and/or (y) property of Persons other than the Borrower or its Subsidiaries, (ii) not secured by any property or assets of any Loan Party other than the Collateral and (iii) not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors, (b) such Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 90 days after the latest Termination Date applicable to the Facilities at the time such Debt is incurred, (c) the security agreements (if such debt is secured by the Collateral) and guarantees (if such Debt is guaranteed by one or more Subsidiary Guarantors) of the Borrower and its Subsidiaries relating to such Debt have terms not more favorable to the respective creditors than the terms of the Collateral Documents and the Subsidiary Guaranty (with such differences as are appropriate to reflect the nature of such junior lien Debt and any other differences reasonably satisfactory to the Administrative Agent or the Collateral Agent) and (d) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, the Second Lien Intercreditor Agreement;

(j) Section 5.02(b)(iii)(F) is amended by deleting the phrase “and incurred in the ordinary course of business”.

(k) Section 5.02(b)(iii)(G) is amended by deleting the phrase “and other unsecured Debt”.

(l) Section 5.02(b)(iii) is further amended by adding to the end thereof a new clause (I) to read as follows:

(I) Debt of a newly formed, Wholly Owned Subsidiary of the Borrower, solely to the extent such Debt is issued as a co-obligor (with the Borrower) of Debt issued in the capital markets having a maturity not earlier than November 23, 2021.

(m) Section 5.02(g) is amended by deleting the ratio “1.25:1.0” and substituting therefor the ratio “1.15:1.0”.

(n) Section 5.02(l) is deleted in full and replaced with “Intentionally omitted”.

(o) Section 5.04(a) is amended by deleting the ratio “2.25:1.0” and substituting therefor the ratio “2.50:1.0”.

SECTION 2. Consent to Extension Request . Upon the satisfaction of the conditions precedent set forth in Section 4, and subject to the further condition that Extending Lenders holding at least 75% of the Revolving Credit Commitments of the Extending Lenders as of the date of this Amendment so agree, each Extending Lender so indicating on its signature page to this Amendment hereby agrees to extend the Termination Date with respect to its Revolving Credit Commitment, Letter of Credit Commitment and the Swing Line Commitment (to the extent applicable) for a period of two years, expiring May 23, 2021.

SECTION 3. Waiver . Upon the satisfaction of the conditions precedent set forth in Section 4, Section 5.02(k) of the Credit Agreement is hereby waived to permit the Borrower to apply the proceeds of the Debt Issuance (as defined below) to the prepayment in full of the Notes Obligations (as defined in the Intercreditor Agreement).

SECTION 4. Conditions of Effectiveness . (a) Section 1(l) of this Amendment shall become effective as of the date first above written when, and only when, on or before June 30, 2017 the Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders and the consent attached hereto executed by each Guarantor.

(b) This Amendment (other than Section 1(l)) shall become effective as of the date first above written when, and only when, on or before June 30, 2017 the following conditions have been satisfied:

(i) The Borrower shall have received not less than $350,000,000 in gross proceeds from unsecured Debt issued in the capital markets having a maturity not earlier than November 23, 2021 (the “ Debt Issuance ”) and all Notes Obligations held by the holders of the Senior Notes shall have been paid in full (other than contingent indemnification obligations not yet due and payable).

(ii) The Borrower shall have paid to the Agent for the account of each Extending Lender (2021) such fees as have been separately agreed in writing.

(iii) The Borrower shall have paid 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 thereof.

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

SECTION 5. Representations and Warranties of the Borrower . The Borrower represents and warrants that the representations and warranties contained in Section 4.01 of the Credit Agreement are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof after giving effect to the extension of Commitments as contemplated hereby (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 6. Reference to and Effect on the Loan Documents. (a) 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.

(b) 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. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c) 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 the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 7. Costs and Expenses . The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.

SECTION 8. Execution in Counterparts . 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


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

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


	By:	/s/ James Shender
	Name:	James Shender
	Title:	Vice President

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: JPMORGAN CHASE BANK, N.A.,


by	/s/ James Shender
	Name:	James Shender
	Title:	Vice President

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: JPMORGAN CHASE BANK, N.A.,



by	/s/ James Shender
	Name:	James Shender
	Title:	Vice President

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Wells Fargo Bank, National Association



by	/s/ Jeffrey cobb
	Name:	Jeffrey Cobb
	Title:	Director
	Date:	04/03/2017

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Wells Fargo Bank, National Association



by	/s/ Jeffrey cobb
	Name:	Jeffrey Cobb
	Title:	Director
	Date:	04/05/2017

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Citibank, N.A.



by	/s/ Sumeet Singal
	Name:	Sumeet Singal
	Title:	Vice President

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Citibank, N.A.



by	/s/ Sumeet Singal
	Name:	Sumeet Singal
	Title:	Vice President

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

BOKF, N.A.



by	/s/ Stevens E. Warrick
	Stevens E. Warrick, SVP

CONSENT TO EXTENSION OF TERMINATION DATE:

BOKF, N.A.



by	/s/ Stevens E. Warrick
	Stevens E. Warrick, SVP

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Branch Banking and Trust Company



by	/s/ Max N. Greer III
	Name:	Max N. Greer III
	Title:	Senior Vice President



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Branch Banking and Trust Company



by	/s/ Max N. Greer III
	Name:	Max N. Greer III
	Title:	Senior Vice President



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Mabrey Bank



by	/s/ John D. Pixley
	Name:	John D. Pixley
	Title:	EVP



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Mabrey Bank



by	/s/ John D. Pixley
	Name:	John D. Pixley
	Title:	EVP



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Fifth Third Bank



by	/s/ Christopher Mosley
	Name:	Christopher Mosley
	Title:	Vice President

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Fifth Third Bank



by	/s/ Christopher Mosley
	Name:	Christopher Mosley
	Title:	Vice President

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Planters Bank, Inc.



by	/s/ Leigh Durden
	Name:	Leigh Durden
	Title:	Senior Vice President



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Planters Bank, Inc.



by	/s/ Leigh Durden
	Name:	Leigh Durden
	Title:	Senior Vice President



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: PNC BANK, NATIONAL ASSOCIATION



by	/s/ Mahir Desai
	Name:	Mahir Desai
	Title:	Vice President

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: PNC BANK, NATIONAL ASSOCIATION



by	/s/ Mahir Desai
	Name:	Mahir Desai
	Title:	Vice President

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Central Bank & Trust Co.



by	/s/ Mark B. Kaufmann
	Name:	Mark B. Kaufmann
	Title:	Senior Vice President



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Central Bank & Trust Co.



by	/s/ Mark B. Kaufmann
	Name:	Mark B. Kaufmann
	Title:	Senior Vice President



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: GOLDMAN SACHS BANK USA



by	/s/ Rebecca Kratz
	Name:	Rebecca Kratz
	Title:	Authorized Signatory

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: GOLDMAN SACHS BANK USA



by	/s/ Rebecca Kratz
	Name:	Rebecca Kratz
	Title:	Authorized Signatory

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: STIFEL BANK & TRUST



by	/s/ Timothy Hill
	Name:	Timothy Hill
	Title:	Vice President



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: STIFEL BANK & TRUST



by	/s/ Timothy Hill
	Name:	Timothy Hill
	Title:	Vice President



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Sumitomo Mitsui Banking Corporation



by	/s/ James D. Weinstein
	Name:	James D. Weinstein
	Title:	Managing Director



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:



by	/s/ James D. Weinstein
	Name:	James D. Weinstein
	Title:	Managing Director



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

SIGNATURE PAGE

CONSENT TO AMENDMENT NO. 1 to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of jANUARY 27, 2017 of ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

Name of Lender: Chang Hwa Commercial Bank, Ltd., Los Angeles Branch



by	/s/ Jeng-Ping Tang
	Name:	Jeng-Ping Tang
	Title:	AVP & AGM



by 1
	Name:
	Title:

CONSENT TO EXTENSION OF TERMINATION DATE:

Name of Lender: Chang Hwa Commercial Bank, Ltd., Los Angeles Branch



by	/s/ Jeng-Ping Tang
	Name:	Jeng-Ping Tang
	Title:	AVP & AGM



by 2
	Name:
	Title:

1 For any Lender requiring a second signature line.

2 For any Lender requiring a second signature line.

CONSENT

Dated as of April 3, 2017

Each of the undersigned, as Guarantors under the Subsidiary Guaranty dated as of January 27, 2017 (the “ Guaranty ”) in favor of the Agent, for its benefit and the benefit of the Lenders parties to the Credit Agreement referred to in the foregoing Amendment, 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) the Collateral Documents to which such Guarantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein).


	ALLIANCE COAL, LLC
	ALLIANCE DESIGN GROUP, LLC
	ALLIANCE LAND, LLC
	ALLIANCE MINERALS, LLC
	ALLIANCE PROPERTIES, LLC
	ALLIANCE RESOURCE PROPERTIES, LLC
	ALLIANCE SERVICE, INC.
	ALLIANCE WOR PROPERTIES, LLC
	ARP SEBREE, LLC
	ARP SEBREE SOUTH, LLC
	BACKBONE MOUNTAIN, LLC
	CR MACHINE SHOP, LLC
	CR SERVICES, LLC
	EXCEL MINING, LLC
	GIBSON COUNTY COAL, LLC
	HAMILTON COUNTY COAL, LLC
	HOPKINS COUNTY COAL, LLC
	MATRIX DESIGN GROUP, LLC
	MC MINING, LLC
	METTIKI COAL, LLC
	METTIKI COAL (WV), LLC
	MID-AMERICA CARBONATES, LLC
	MT. VERNON TRANSFER TERMINAL, LLC
	PENN RIDGE COAL, LLC
	PONTIKI COAL, LLC
	RIVER VIEW COAL, LLC
	ROUGH CREEK MINING, LLC
	SEBREE MINING, LLC
	STEAMPORT, LLC
	TUNNEL RIDGE, LLC
	UC COAL, LLC

UC MINING, LLC
UC PROCESSING, LLC
WARRIOR COAL, LLC
WEBSTER COUNTY COAL, LLC
WHITE COUNTY COAL, LLC
WHITE OAK RESOURCES LLC
WOR LAND 6, LLC

By:	/s/ Cary P. Marshall
	Name:	Cary P. Marshall
	Title:	Vice President-Corporate Finance and Treasurer


MATRIX DESIGN INTERNATIONAL, LLC

By:	/s/ Cary P. Marshall
	Name:	Cary P. Marshall
	Title:	Authorized Agent

Exhibit 99.1

PRESS RELEASE

	CONTACT:
	Brian L. Cantrell
	Alliance Resource Partners, L.P.
	1717 South Boulder Avenue, Suite 400
	Tulsa, Oklahoma 74119
FOR IMMEDIATE RELEASE	(918) 295-7673

ALLIANCE RESOURCE PARTNERS, L.P.

Announces Pricing of $400 Million Offering of Senior Notes

TULSA, OKLAHOMA— April 7, 2017— Alliance Resource Partners, L.P. (NASDAQ: ARLP) ("ARLP") announced today that Alliance Resource Operating Partners, L.P. ("AROP"), a subsidiary of ARLP, and Alliance Resource Finance Corporation, AROP’s wholly owned subsidiary, priced their previously announced private placement to eligible purchasers of $400 million aggregate principal amount of senior unsecured notes due 2025. The notes will be issued at par and bear interest at 7.5% per annum. The offering is expected to close on April 24, 2017, subject to customary closing conditions.

AROP expects to use a portion of the net proceeds from the offering to repay outstanding Series B senior notes due 2018 and the term loan under its credit facility and use the remainder of the net proceeds to repay a portion of the revolving borrowings outstanding under its revolving credit facility.

The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction. Thus, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S of the Securities Act. The notes will not be listed on any securities exchange or automated quotation system.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of an offering memorandum.

About Alliance Resource Partners, L.P.

ARLP is a diversified producer and marketer of coal to major United States utilities and industrial users. ARLP, the nation’s first publicly traded master limited partnership involved in the production and marketing of coal, is currently the second largest coal producer in the eastern United States with mining operations in the Illinois Basin and Appalachian coal producing regions.

ARLP currently operates eight mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia. ARLP also operates a coal loading terminal on the Ohio River at Mount Vernon, Indiana.

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Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent ARLP’s expectations or beliefs concerning future events, and it is possible that the results described in this news release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of ARLP's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, ARLP does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for ARLP to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in ARLP’s filings with the SEC, including, but not limited to, ARLP’s Annual Report on Form 10-K for the year ended December 31, 2016 and Current Reports on Form 8-K. The risk factors and other factors noted in ARLP’s SEC filings could cause actual results to differ materially from those contained in any forward-looking statement.

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