ITEM 1.01Entry into a Material Definitive Agreement





Credit Agreement

On March 9, 2020, Alliance Resource Partners, L.P. (the "Partnership") and its wholly-owned subsidiary Alliance Resource Operating Partners, L.P. (the "Intermediate Partnership") entered into a Fifth Amended and Restated Credit Agreement (the "Credit Agreement") with various financial institutions, including JPMorgan Chase Bank, N.A. as administrative agent (the "Administrative Agent"). The Credit Agreement provides for a $537.75 million revolving credit facility, reducing to $459.5 million on May 23, 2021, including a sublimit of $125 million for the issuance of letters of credit and a sublimit of $15.0 million for swingline borrowings (the "Revolving Credit Facility"), with a termination date of March 9, 2024, at which time the aggregate outstanding principal amount of all Revolving Credit Facility advances are required to be repaid in full. The Credit Facility replaces the $494.75 million revolving credit facility extended to the Intermediate Partnership under its Fourth Amended and Restated Credit Agreement, dated as of January 27, 2017, by various banks and other lenders, including JPMorgan Chase Bank, N.A. as administrative agent, that would have expired on May 23, 2021.

The Credit Agreement is guaranteed by the Partnership and certain of the Intermediate Partnership's material direct and indirect subsidiaries (the "Subsidiary Guarantors") and is secured by substantially all of the assets of the Subsidiary Guarantors, with some exceptions. The Credit Agreement is not secured by the assets of the Partnership's or the Intermediate Partnership's oil & gas subsidiaries, Alliance Minerals, LLC and Alliance Royalty, LLC, or their direct and indirect subsidiaries, collectively the "Unrestricted Subsidiaries".

Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) the Base Rate at the greater of three benchmarks or (ii) a Eurodollar Rate, plus margins for (i) or (ii), as applicable, that fluctuate depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the Credit Agreement).





The applicable margin for Revolving Credit Facility Advances is determined by
reference to the Consolidated Debt to Consolidated Cash Flow Ratio (as such term
is defined in the Credit Agreement) of the Intermediate Partnership as set forth
below:

    Consolidated Debt to         Base Rate Advances    Eurodollar Rate Advances
Consolidated Cash Flow Ratio
Level I
1.50:1.0 or greater                    1.850%                   2.850%

Level II
1.00:1.0 or greater,                   1.600%                   2.600%
but less than 1.50:1.0
Level III
0.50:1.0 or greater,                   1.350%                   2.350%
but less than 1.00:1.0
Level IV
less than 0.50:1.0                     1.000%                   2.000%

The Credit Agreement also provides for other fees, including an annual commitment fee of 0.35% on the undrawn portion of the Revolving Credit Facility and a fee with respect to the available amount under outstanding letters of credit.

The Credit Agreement contains various restrictions affecting the Intermediate Partnership and its material subsidiaries that are not Unrestricted Subsidiaries (the "Restricted Subsidiaries"), including, among other things, restrictions on incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates including value transfers to Unrestricted Subsidiaries. In each case, these restrictions are subject to various exceptions. In addition, the restrictions apply to the payment of cash distributions if such payment would result in a certain fixed charge coverage ratio (as defined in the Credit Agreement). The Credit Agreement requires us to maintain (a) a debt to cash flow ratio of not more than 2.5 to 1.0, (b) a cash flow to interest expense ratio of not less than 3.0 to 1.0 and (c) a first lien debt to cash flow ratio of not more than 1.5 to 1.0, in each case, during the four most recently ended fiscal quarters.





                                       2

The Credit Agreement contains customary provisions regarding events of default which, if not cured within any applicable grace periods, would permit the lenders to declare all outstanding advances immediately due and payable, including but not limited to failure to make timely payments of principal of or interest on the outstanding advances, the failure to comply with covenants or representations in the Credit Agreement, cross-defaults with certain other indebtedness, upon a "Change of Control" (as defined in the Credit Agreement), certain bankruptcy and insolvency related events, certain monetary judgment defaults, and certain claims arising under environmental laws that if, adversely determined, would be material.

Subject to certain exceptions, each of the Restricted Subsidiaries and Alliance Minerals, LLC is a guarantor of the obligations created under the Credit Agreement pursuant to a Subsidiary Guaranty, dated as of March 9, 2020 (the "Subsidiary Guaranty"). Under the Subsidiary Guaranty, each such subsidiary a party thereto has unconditionally guaranteed payments due under the Credit Agreement, including certain other additional expenses that may be incurred.

Subject to certain exceptions, new domestic subsidiaries of the Intermediate Partnership that are subsequently formed or acquired by the Intermediate Partnership are required to become a party to the Subsidiary Guaranty within a certain period of time.

The foregoing description of the Credit Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.





                                       3

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits



  Exhibit
  Number                                   Description
     10.1        Fifth Amended and Restated Credit Agreement, dated as of March 9,
               2020, 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., Citigroup Global Markets Inc., PNC
               Bank, National Association, BOKF, NA DBA Bank of Oklahoma and
               Suntrust Robinson Humphrey, Inc. as joint lead arrangers, JPMorgan
               Chase Bank, N.A., Citigroup Global Markets Inc., PNC Bank, National
               Association, BOKF, NA DBA Bank of Oklahoma and Suntrust Robinson
               Humphrey, Inc. as joint bookrunners, and the other institutions
               named therein as documentation agents.
     104       Cover Page Interactive Data File (formatted as inline XBRL).








                                       4

© Edgar Online, source Glimpses