Common use of The Letters of Credit Clause in Contracts

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Prior to the Closing Date, the Existing Issuing Banks have issued the Existing Letters of Credit which from and after the Closing Date shall constitute Letters of Credit hereunder. Each Issuing Bank (other than the Existing Issuing Banks) severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower in support of obligations (but in connection with the business including, without limitation, performance, bid and similar bonding obligations and credit enhancement) of the Borrower or any of and its Subsidiaries) Affiliates, from time to time on any Business Day during the period from the Effective Date until 30 days the Business Day before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided provided, however, that in no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, event shall the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the for all Letters of Credit expiring after exceed $200,000,000; provided, further, that neither Bank of America, National Association, nor SunTrust Bank shall be required, without the consent of such Termination DateIssuing Bank, to issue Letters of Credit in excess of $100,000,000 outstanding for each such Issuing Bank. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement Business Day before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(b); provided, however, that neither Bank of America, National Association, nor SunTrust Bank shall be required to issue Letters of Credit in excess of $100,000,000 outstanding for each such Issuing Bank.

The Letters of Credit. Each Issuing Bank severally agrees, on 3.1 The Letter of Credit Subfacility. (a) On the terms and -------------------------------- conditions hereinafter set forthforth herein (i) the Issuing Bank agrees, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time on any Business Day during the period from the Effective Loan Availability Date until 30 days before to the latest Revolving Termination Date to issue Letters of Credit for the Revolving account of each Borrower, and to amend or renew Letters of Credit Facility previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), in an aggregate Available Dollar Equivalent Amount (i) for all Letters of Credit not to exceed at any time the L/C Commitment, and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of each Borrower; provided, that the -------- Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit Facility at such time, (ii) for all Letters if as of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter the date of Credit Commitment at such time and (iii) for each Issuance of such Letter of Credit not to and after giving affect thereto (the "Issuance Date") (1) the ------------- Effective Amount of all outstanding Revolving Loans plus the Effective Amount of ---- all Swingline Loans plus the Effective Amount of all L/C Obligations, shall ---- exceed the Unused Revolving Credit Commitments Aggregate Commitment; (2) the Effective Amount of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date Loans of any Non-Extending Lender under Bank plus the Revolving Credit Facility if, after giving effect to participation of such issuance, Bank in the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Effective Amount of all ---- Swingline Loans plus the Letters participation of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) Bank in the case Effective Amount of a Standby Letter of Credit---- all L/C Obligations, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice shall exceed such Bank's Commitment; or (a “Notice of Renewal”3) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters Amount of Credit with expiration dates after 30 days prior to all L/C Obligations shall exceed the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementL/C Commitment. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred other terms and conditions hereof, each Borrower's ability to above, the Borrower may request the issuance of obtain Letters of Credit under this Section 2.01(d)shall be fully revolving, repay and, accordingly, any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request Borrower may, during the issuance of additional foregoing period, obtain Letters of Credit under this Section 2.01(d)to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause issue, and any such Issuing Bank may in its Affiliate that is a commercial bank to issue on its behalf) discretion and in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment Sublimit at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Administrative Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire after no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof, provided that is 30 days before the Termination Date Letters of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the having an aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the Letters date of Credit expiring after such issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date. No ; provided further that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for of Lenders having Commitments in an amount equal to or exceeding the Revolving Credit Facility, “Special available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit”). If either a Notice of Renewal is not given Each request by the Borrower for the issuance or amendment of a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within be a representation by the limits of Borrower that the Letter of Credit Facilityso requested to be issued or amended complies with the conditions set forth in the preceding sentence. The Issuing Bank may, in its sole discretion, renew such Letter of Credit, and such renewal shall in any case be subject to the conditions specified herein. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed at any time the lesser of (x) such Issuing Bank's Letter of Credit Commitment at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided . It is understood and agreed that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents and Xxxxxx Bank shall be deemed an Issuing Bank for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"NOTICE OF TERMINATION"; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination”Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment $40,000,000 at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided provided, however, that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the all Letters of Credit expiring after outstanding at such Termination Datetime (together with the aggregate principal amount of all Revolving Credit Advances and the aggregate principal amount of all Swing Line Advances then outstanding) shall not exceed the Borrowing Base then in effect. No Letter of Credit shall have an Express – Asset-Based Loan Credit Agreement expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date (unless cash collateral is provided for the Revolving Credit Facility and (B)(I) in full face amount of the case of a Standby Letter of Credit, Credit prior to such date) and one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination Date (unless cash collateral is provided for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess full face amount of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters Letter of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”such date). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the latest Termination Date for the Revolving Credit Facility Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date denominated in an Alternative Currency not to exceed, together with all other outstanding Letters of any Non-Extending Lender under the Credit, Letter of Credit Advances and Revolving Credit Facility if, after giving effect to such issuanceAdvances denominated in an Alternative Currency, the aggregate Revolving Credit Commitments of Alternative Currency Sublimit. It is understood and agreed that the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date, or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended one year after its date of issuance and Restated Credit Agreement before (b) the 60th day prior to the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d). Notwithstanding anything to the contrary contained herein or in the Existing Letter of Credit (including any automatic renewal provision), the Existing Letter of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letter of Credit.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars and in Letter of Credit Foreign Currencies for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date in respect of the Revolving Credit Facility shall be cash-collateralized in the applicable currency in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date in respect of the Revolving Credit Facility) in an aggregate Reserved Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).proposed

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 The Letter of Credit Subfacility. (a) On the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfi) letters of credit each Issuing Lender agrees, (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its SubsidiariesA) from time to time time, on any Business Day during the period from the Effective Closing Date until to the date which is 30 days before prior to the latest Revolving Termination Date for the Revolving Credit Facility in an aggregate Available Amount to issue (ix) for all irrevocable sight standby Letters of Credit not to exceed at any time the (each such standby Letter of Credit Facility at such timeCredit, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a "Standby Letter of Credit") for the account of the Borrower and (y) irrevocable sight commercial Letters of Credit (each such commercial Letter of Credit, one year after the date a "Trade Letter of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Credit" and each such Standby Trade Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such each Standby Letter of Credit (including the Existing Letter of Credit), a “Notice "Letter of Termination”Credit") for the account of the Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Sections 3.02(b), 3.02(c) and 3.02(d), and (IIB) to honor drafts under the Letters of Credit; and (ii) the RL Lenders severally agree to participate in Letters of Credit issued for the case account of a Trade the Borrower; provided, however, that no Issuing Lender shall issue any Letter of Credit if as of the date of, and after giving effect to, the issuance of such Letter of Credit, 30 days after (x) the date aggregate amount of issuance thereof; provided that the terms of each Standby all Letter of Credit that is automatically renewable annually shall Obligations (x) require the Issuing Bank that issued such Standby exclusive of unpaid drawings under any Letter of Credit to give which are repaid with the beneficiary named in such Standby proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the aggregate principal amount of all Revolving Loans and all Swingline Loans shall exceed the Aggregate Revolving Commitment or (y) the Letter of Credit notice Obligations (exclusive of unpaid drawings under any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to which are repaid with the date such Standby proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) shall exceed the Letter of Credit otherwise would have been automatically renewed and (z) not permit Commitment. All Letters of Credit shall be denominated in Dollars. Notwithstanding the expiration date or foregoing, in the Available Amount (after giving effect event a Lender Default exists, no Issuing Lender shall be required to issue any renewal) of such Standby Letter of Credit in any event unless such Issuing Lender has entered into arrangements satisfactory to be extended it and the Borrower to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable eliminate such Issuing Lender's risk with respect to the Extending Lenders or participation in an Available Amount in excess Letters of Credit of the Defaulting Lender or Lenders, including by Cash Collateralizing such Defaulting Lender's or Lenders' Revolving Credit Commitments Commitment Percentage of the Extending LendersLetter of Credit Obligations. Notwithstanding anything to the contrary contained herein, Fleet National Bank shall be the Issuing Lender only in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary respect of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Existing Letter of Credit shall expire on and with the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence Existing Letter of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be Credit being deemed to have been so delivered issued for all purposes under of this Agreement. Within Agreement on the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)Closing Date.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).. Second Amended and Restated Alliance Credit Agreement

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) BRW from time to time on any Business Day during the period from the Effective Date date hereof until 30 days 5 Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . The 2004 Letters of Credit and all Letters of Credit issued for the account of BRW or BCSI under Section 2.01(d) of the Existing Credit Agreement and outstanding on the Effective Date shall for all purposes be deemed to have been issued hereunder and shall constitute use of the Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination DateFacility. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the such Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the such Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the such Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower BRW may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d). BCSI may not request the issuance of any new Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided . It is understood and agreed that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 15 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forthforth and in reliance on the agreement of the other Lenders set forth in Section 2.03, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Initial Funding Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 3 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) ), and (IIB) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant such Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant such Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(e).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Revolving Credit Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 five days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Revolving Credit Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 five days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Revolving Credit Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 five days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Revolving Credit Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Revolving Credit Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Revolving Credit Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(e).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the latest Scheduled Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Ax) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year date that is 12 months after the date such Letter of issuance thereofCredit is issued and (y) the date that is five Business Days before the Scheduled Termination Date, but may by its terms be renewable automatically for a successive 12 month period or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xw) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (yx) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed renewed, (y) permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of each such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period to be agreed upon at the time each such Letter of Credit is issued, and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Scheduled Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c). The Letter of Credit Facility shall not exceed $10,000,000 at any time.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Letter of Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended one year after its date of issuance and Restated Credit Agreement before (b) the 60th day prior to the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(d). Notwithstanding anything to the contrary contained herein or in the Existing Letters of Credit (including any automatic renewal provision), the Existing Letters of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letters of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the a Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 days 5 Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . The BofA Letters of Credit shall for all purposes be deemed to have been issued hereunder and shall constitute use of the Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination DateFacility. No Letter of Credit Credit, other than the 2004 Letters of Credit, shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the such Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”"). If either a Notice of Renewal is not given by the such Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the such Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the such Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the U.S. Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 5 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, 48 43 time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 5 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the U.S. Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (IIB) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the U.S. Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(f), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(f). SECTION 2.02.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the latest Termination Date for the Revolving Credit Facility Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date denominated in an Alternative Currency not to exceed, together with all other outstanding Letters of any Non-Extending Lender under the Credit, Letter of Credit Advances and Revolving Credit Facility if, after giving effect to such issuanceAdvances denominated in an Alternative Currency, the aggregate Revolving Credit Commitments of Alternative Currency Sublimit. It is understood and agreed that the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date, or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the a Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 days 5 Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . The BofA Letters of Credit shall for all purposes be deemed to have been issued hereunder and shall constitute use of the Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination DateFacility. No Letter of Credit Credit, other than the 2004 Letters of Credit, shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the such Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”"NOTICE OF TERMINATION"). If either a Notice of Renewal is not given by the such Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the such Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the such Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Upon the renewal date of each of the Existing Letters of Credit, such Existing Letter of Credit shall be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement; provided that, at such time, the aggregate amount of the Existing Letters of Credit and the outstanding Letters of Credit issued hereunder does not exceed the amount of the Letter of Credit Facility at such time. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower Company or any of its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date date hereof until 30 days before the latest Termination Maturity Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Maturity Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III Section 3.2 unless such the applicable Issuing Bank has notified the Borrower Company (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the applicable Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Maturity Date. If either a Notice of Renewal is not given by the Borrower Company or a Notice of Termination is given by the relevant such Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant such Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the BorrowerCompany, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(d2.1(a)(ii), repay any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.03(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.1(a)(ii).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility July 17, 2005 in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided provided, however, that in no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, event shall the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the for all Letters of Credit expiring after such Termination Date. exceed $5 million .. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of July 17, 2005 and (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentenceJuly 17, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)2005. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on (a) ISSUANCE OF LETTERS OF CREDIT; CONDITIONS AND LIMITATIONS". Upon the terms and conditions hereinafter set forthforth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together Borrower may request, in accordance with the Existing provisions of this SECTION 2.23, that the Issuing Bank issue one or more Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the its account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any prior to the Termination Date. If Borrower desires the issuance of a Letter of Credit, it shall deliver to Agent a Request for Issuance of Letter of Credit in form substantially similar to that which is attached hereto as EXHIBIT C and made a part hereof by this reference, no later than 11:00 A.M. (Cleveland time) at least five Business Day during the period from the Effective Date until 30 days Days before the latest Termination proposed Issuance Date therefor. The Request for Issuance of Letter of Credit shall be accompanied by a Letter of Credit application, on the Revolving Credit Facility in an aggregate Available Amount Issuing Bank's then-customary form, and shall contain, among other things, the following information with respect to each requested Letter of Credit: (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeits proposed Issuance Date (which shall be a Business Day), (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and its proposed Face Amount, (iii) for each such its proposed expiration date, (iv) the name and address of its proposed beneficiary, and (v) a summary of its purpose and contemplated terms. Borrower shall, in addition, furnish a precise description of any documents to be presented under, and any other terms of, the requested Letter of Credit not Credit, together with the text of any certificate to exceed be presented by the Unused Revolving Credit Commitments beneficiary which, if presented by the beneficiary prior to the expiration date of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after Credit, would require the date that is 30 days before the Termination Date of any Non-Extending Lender Issuing Bank to make payment under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments Letter of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination DateCredit. No Letter of Credit shall have an expiration date require payment against a conforming draft to be made thereunder on the same Business Day that such draft is presented if such presentation is made after 10:00 A.M. (including all rights Cleveland time) on such Business Day. The minimum Face Amount of the Borrower any Letter of Credit shall be One Million Dollars ($1,000,000) or the beneficiary Dollar Equivalent thereof. The issuance of each Letter of Credit shall be subject to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before satisfaction, on the Termination Issuance Date for the Revolving Credit Facility and (B)(I) in the case of a Standby each Letter of Credit, one year after of all of the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal conditions precedent set forth in such Letter of Credit but in any event at least three Business Days prior SECTION 3.2, below, and to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of following additional Letters of Credit under this Section 2.01(d).limitations:

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Original Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 5 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Revolving Credit Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 five days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Revolving Credit Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 five days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Revolving Credit Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 five days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Revolving Credit Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Revolving Credit Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Revolving Credit Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on On the terms and conditions hereinafter set forth, Lender shall from time to time during the period beginning on the date of this Agreement and ending on the Termination Date, upon request of Borrower, issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit for the account of Borrower in such amounts as Borrower may request but not to exceed in the aggregate face amount at any time outstanding the sum of Two Million and No/100 Dollars (together with $2,000,000.00) (subject to the Existing Letters of Credit referred to additional limitations on the amounts thereof set forth in Section 2.03(f2.5 below), each such letter of credit shall have an expiry date no later than the earlier of one year from the date of issuance or the Termination Date, whichever occurs first (the “Letters of Credit”) in U.S. dollars ). Borrower hereby unconditionally agrees to pay and reimburse Lender for the account amount of the Borrower (but in connection with the business of the Borrower or each payment under any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters that is in substantial compliance with the provisions of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice on which payment is made by Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of termination set forth in such any kind. Upon receipt from any beneficiary of any Letter of Credit but in of any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew demand for payment under such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after Lender shall promptly notify Borrower of the demand and the date upon which such payment is to be made by Lender to beneficiary in respect of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, demand. Forthwith upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to abovenotice from Lender, the Borrower may request shall advise Lender whether or not it intends to borrow under the issuance Loan Commitment to finance its obligations to reimburse Lender, and if so, submit a Request for Loan as provided in Section 2.3 hereof. Notwithstanding any inference to the contrary, Borrower shall not be required to pay interest on the face amount of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder issued pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)2.4 and the following Section 2.5, unless and until Lender is required to make a payment under any such Letter of Credit.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 5 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars or an Available Foreign Currency for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank that issued such Letter of Credit has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank that issued such Letter of Credit pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Amended and Restated KCSR Credit Agreement Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all an expiration date resulting from any automatic renewal of the previous expiration date or otherwise from the exercise of any rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(e). Notwithstanding anything to the contrary contained herein or in the Existing Letter of Credit (including any automatic renewal provision), the Existing Letter of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letter of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars, Euros, Pounds Sterling or, if requested by the Borrower and consented to by the Issuing Bank in its sole discretion (which consent in any case shall be subject to the consent of the Revolving Credit Lenders), another Foreign Currency for the account of the Borrower (but in connection or for the account of an Applicant Subsidiary with the business of the Borrower or any of its Subsidiaries) as a co-applicant from time to time on any Business Day during the period from the Business Day immediately following the Effective Date until the date that is 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (iiA) for all Letters of Credit issued by such any Issuing Bank not to exceed at as of the date of any time issuance of a Letter of Credit such Issuing Bank’s Letter of Credit Commitment at such time (based in respect of any amounts not denominated in Dollars on the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) and (iiiB) not to exceed in the aggregate as of the date of any issuance of a Letter of Credit the aggregate Letter of Credit Commitments at such time, (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time (based in respect of any amounts not denominated in Dollars on the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the denominated in Pounds Sterling, when taken together with all Revolving Credit Facility ifAdvances denominated in Pounds Sterling outstanding at such time, after giving effect not to such issuanceexceed the Pounds Sterling Sublimit; provided, however, that in no event shall (A) the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the for all Standby Letters of Credit expiring after as of the date of any issuance of a Standby Letter of Credit exceed $10,000,000 or (B) the aggregate Available Amount for all Trade Letters of Credit as of the date Pregis Credit Agreement of any issuance of a Trade Letter of Credit exceed $10,000,000; provided further that no Issuing Bank shall be obligated to issue a Trade Letter of Credit in any instance unless such Termination DateIssuing Bank agrees to do so in such instance in its sole discretion. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(g), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(g).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Account Party on any Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the latest Termination Date for Expiration Date. From and after the Revolving Credit Facility in an aggregate Available Amount (i) for all Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. No Issuing Bank shall have any obligation to exceed at issue, and no Account Party will request the issuance of, any time the Letter of Credit Facility at such time, hereunder if either (iia) for the aggregate Available Amounts of all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifwould exceed, after giving effect to such issuance, the aggregate Revolving Credit Commitments maximum amount set forth in a letter agreement between such Issuing Bank and the Parent, on behalf of the Extending Lenders Account Parties, or (including b) any replacement Lenders) for the period following such Termination Date would be less than Bank’s Pro Rata Share of the Available Amount of the Letters such Letter of Credit expiring after exceeds, immediately before the time of such Termination Dateissuance, an amount equal to such Bank’s Pro Rata Share of the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, no Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit hereunder if the Available Amount of such Letter of Credit exceeds, immediately before the time of such issuance, an amount equal to the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). No Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) subject to the provisions of Section 2.15, each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) no Letter of Credit shall have an expiration date (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but a Letter of Credit may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”but not after the Expiration Date) given to unless the respective Issuing Bank that issued such Standby Letter of Credit and notifies the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) which such Issuing Bank agrees to do on and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that subject to the terms of each Standby Section 2.02(d)). No Issuing Bank shall have any obligation to issue any Letter of Credit that which is automatically renewable annually shall (x) require the unsatisfactory in form, substance or beneficiary to such Issuing Bank that issued such Standby Letter in the exercise of Credit its reasonable judgment consistent with its customary practice. No Issuing Bank shall have any obligation to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby issue a Letter of Credit in any event to be extended to favor of a date later than 30 days before beneficiary that is a Sanctioned Person or that is organized under the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess laws of the Revolving Credit Commitments of the Extending Lendersa Sanctioned Country. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit may be issued by for the account of any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary Subsidiary of the Effective Date (Parent that is not an Account Party hereunder, provided that the Parent shall be a joint applicant and account party with respect to any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters Letter of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending LendersFacility. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Alliance Resource Third Amended and Restated Credit Agreement Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of each Borrower and for the Borrower (but in connection with the business account of the Borrower or any of its their respective Subsidiaries) , Affiliates and joint ventures from time to time on any Business Day during the period from the Effective Date date hereof until 30 10 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timeAvailable L/C Sublimit; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifprovided, after giving effect to such issuancethat, the sum of Total L/C Exposure plus the aggregate Revolving Credit Commitments amount of all outstanding Working Capital Advances shall not exceed the Extending Lenders (including Maximum Amount at any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Datetime. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 10 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofDate, but may by its terms be renewable annually upon notice annually, or otherwise, automatically unless such Issuing Bank has notified the applicable Borrower (with a “Notice of Renewal”) given copy to the Issuing Bank that issued Administrative Agent) and the beneficiary of such Standby Letter of Credit and the Administrative Agent on or prior to any the final date for notice of non-renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"NOTICE OF NON-RENEWAL"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Non-Renewal and (y) permit permit, according to the terms thereunder, such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)renewed. If either a Notice of Non-Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, howeverfurther, that even any Letter of Credit may expire after the tenth day prior to the Termination Date if, at the time of issuance or renewal, as the case may be, of such Letter of Credit, such Letter of Credit is cash collateralized in an amount equal to 105% of the absence amount of receipt such Letter of a Notice Credit plus any additional amounts owing under such Letter of Renewal the relevant Issuing Credit; provided, further, that each of Bank may One NA and The Bank of Nova Scotia, in its discretioncapacity as an Issuing Bank, unless instructed shall have no obligation hereunder to the contrary by the Administrative Agent issue any new Letter of Credit or the Borrower, deem that a Notice to extend or renew any existing Letter of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes Credit under this Agreement, and all Letters of Credit (or related arrangements) issued by either Bank One NA or The Bank of Nova Scotia or any of its respective Affiliates for the account of the Borrowers hereunder shall be replaced with Letters of Credit issued hereunder no later than ninety (90) days following the Effective Date. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the each Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(b).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided . It is understood and agreed that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).. Steel Dynamics – Credit Agreement Back to Contents

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Appropriate Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Working Capital Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Appropriate Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Working Capital Termination Date and (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Appropriate Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Working Capital Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Appropriate Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Appropriate Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the each Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Company from time to time on any Business Day during the period from the Effective Date until 30 days 5 Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit A Commitments of the Revolving Credit A Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower Company or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement 5 Business Days before the Termination Date (unless cash collateral is provided for the Revolving Credit Facility and (B)(I) in full face amount of the case of a Standby Letter of Credit, Credit prior to such date) and one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower Company (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days 5 Business Days before the Termination Date (unless cash collateral is provided for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess full face amount of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters Letter of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”such date). If either a Notice of Renewal is not given by the Borrower Company or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the BorrowerCompany, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Company may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business any Account Party on any Letter of the Borrower or any of its Subsidiaries) Credit Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the latest Termination Date for Expiration Date. The agreement of the Revolving Credit Facility Issuing Bank in an aggregate Available Amount the preceding sentence includes the agreement of Mellon (iin its capacity as Issuing Bank with respect to the Existing Letters of Credit) for all to maintain the Existing Letters of Credit not as Letters of Credit hereunder. From and after the Effective Date, the Existing Letters of Credit shall be Letters of Credit hereunder. Letters of Credit may be issued as Intercompany Letters of Credit or Third Party Letters of Credit, subject to exceed the terms and conditions of this Agreement. The Issuing Bank shall have no obligation to issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to Exposure would exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time and Amount, or (iiib) for each any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Revolving Credit Lenders total Unused LC Commitment Amounts of the Banks at such time; provided that time (as such amount shall be advised by the Administrative Agent to the Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than hereunder if the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have exceeds, immediately before the time of such issuance, an expiration date (including all rights amount equal to the total Unused LC Commitment Amounts of the Borrower or Banks at such time (as such amount shall be advised by the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued as contemplated by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).2.02

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf1) letters of credit (together with each L/C Issuer agrees, in reliance upon the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account agreements of the Borrower other Revolving Credit Lenders set forth in this Section 2.03, (but in connection with the business of the Borrower or any of its Subsidiariesx) from time to time on any Business Day during the period from the Refinancing Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such timeL/C Credit Extension the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, (ii) for all further that no L/C Issuer shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifL/C Issuer would exceed, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit(i) Barclays Bank PLC, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) $25,000,000 and (IIii) in the case Bank of a Trade Letter of CreditAmerica, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationN.A., (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement$25,000,000. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(d)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.01(d)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit Credit, not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit Credit, not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended one year after its date of issuance and Restated Credit Agreement before (b) the fifth Business Day prior to the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and (who shall promptly notify the Administrative Agent Agent) on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew that such Standby Letter of Credit will not be so renewed (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf1) letters of credit (together with each L/C Issuer agrees, in reliance upon the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account agreements of the Borrower other Revolving Credit Lenders set forth in this Section 2.03, (but in connection with the business of the Borrower or any of its Subsidiariesx) from time to time on any Business Day during the period from the Fourth A&R Refinancing Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at Expiration Date applicable to Letters of Credit issued under the Revolving Credit Facility, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Letters of Credit and (2) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such timeL/C Credit Extension the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit; provided, (ii) for all further, that no L/C Issuer shall have any obligation to make an L/C Credit Extension if, after giving effect thereto, the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifL/C Issuer would exceed, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit(i) Barclays Bank PLC, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) $25,000,000 and (IIii) in the case Bank of a Trade Letter of CreditAmerica, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationN.A., (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement$25,000,000. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to above66 US-DOCS\79529473.13 terms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.01(d)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.01(d)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank or other financial institution with which the Issuing Bank shall have entered into an agreement regarding the issuance of letters of credit hereunder, to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days five Business Days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement five Business Days before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofDate, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days (or such lesser period as the Issuing Bank shall agree) prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such the Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby the Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby the Letter of Credit prior to the date such Standby the Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby the Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby the Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementAgreement (except that the Borrower shall not be deemed to have made any representations or warranties in connection therewith). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(e).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on Credit Agreement any Business Day during the period from the Effective Closing Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 5 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 the date that is 60 days before the latest Termination Date for the Revolving Credit Facility Date, in an aggregate Available Amount (i) for each such Letter of Credit, together with all other outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date denominated in an Alternative Currency not to exceed, together with all other outstanding Letters of any Non-Extending Lender under the Credit, Letter of Credit Advances and Revolving Credit Facility if, after giving effect to such issuanceAdvances denominated in an Alternative Currency, the aggregate Revolving Credit Commitments of Alternative Currency Sublimit. It is understood and agreed that the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Account Party on any Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the latest Termination Date for Expiration Date. From and after the Revolving Credit Facility in an aggregate Available Amount (i) for all Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. Letters of Credit may be issued as Intercompany Letters of Credit or Third Party Letters of Credit, subject to exceed at the terms and conditions of this Agreement. No Issuing Bank shall have any time obligation to issue, and no Account Party will request the issuance of, any Letter of Credit Facility at such time, hereunder if either (iia) for the aggregate Available Amounts of all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifwould exceed, after giving effect to such issuance, the aggregate Revolving Credit Commitments maximum amount set forth in a letter agreement between such Issuing Bank and the Parent, on behalf of the Extending Lenders Account Parties, or (including b) any replacement Lenders) for the period following such Termination Date would be less than Bank’s Pro Rata Share of the Available Amount of the Letters such Letter of Credit expiring after exceeds, immediately before the time of such Termination Dateissuance, an amount equal to such Bank’s Pro Rata Share of the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, no Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit hereunder if the Available Amount of such Letter of Credit exceeds, immediately before the time of such issuance, an amount equal to the total Unused LC Commitment Amounts of the Banks at such time (as such amount shall be advised by the Administrative Agent to the respective Issuing Bank as contemplated by Section 2.02). No Issuing Bank shall have any obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit except within the following limitations: (i) subject to the provisions of Section 2.15, each Letter of Credit shall be denominated in U.S. dollars, (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) no Letter of Credit shall have an expiration date (including all rights of the Borrower Applicable Account Party or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but a Letter of Credit may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”) given to unless the respective Issuing Bank that issued such Standby Letter of Credit and notifies the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) which such Issuing Bank agrees to do on and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that subject to the terms of each Standby Section 2.02(d)). No Issuing Bank shall have any obligation to issue any Letter of Credit that which is automatically renewable annually shall (x) require the unsatisfactory in form, substance or beneficiary to such Issuing Bank that issued such Standby Letter in the exercise of Credit its reasonable judgment consistent with its customary practice. No Issuing Bank shall have any obligation to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby issue a Letter of Credit in any event to be extended to favor of a date later than 30 days before beneficiary that is a Sanctioned Person or that is organized under the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess laws of the Revolving Credit Commitments of the Extending Lendersa Sanctioned Country. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit may be issued by for the account of any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary Subsidiary of the Effective Date (Parent that is not an Account Party hereunder, provided that the Parent shall be a joint applicant and account party with respect to any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters Letter of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfissue) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence expiration date of receipt any Letter of a Notice Credit may be automatically extended, by its terms, for periods of Renewal up to one year but not later than the relevant Issuing Bank may in its discretion, unless instructed to 30th day before the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTermination Date. Within the limits of the Letter of Credit Facility, and subject to the limits limitations referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d)2.01(c) in amounts no less than $250,000 (or such lesser amount as may be agreed to by the Issuing Bank) for each such Letter of Credit, repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.03(c) ), and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c), subject to the foregoing limitations. All Existing Letters of Credit, as listed on Schedule III attached hereto, shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions of this Agreement.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) (i) in U.S. dollars Dollars for the account of either US Borrower or (ii) in a Foreign Currency for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Foreign Borrower, from time to time on any Business Day during the period from the Effective Date Closing Date, in the case of the US Borrowers, and from the Acquisition Date, in respect of the Foreign Borrower, until 30 five (5) days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (ibased on the Equivalent in Dollars for each Letter of Credit denominated in a Foreign Currency) (x) for all Letters of Credit not to exceed at any time the lesser of (1) the Letter of Credit Facility at such time, time and (ii2) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of such US Borrower or the Borrower Foreign Borrower, as the case may be, or the beneficiary to require renewal) later than the earlier of five (A5) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case or a term of a Standby Letter of Credit, one year after the date of issuance thereofgreater than twelve months, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified such US Borrower or the Borrower Foreign Borrower, as the case may be (with a copy to the Administrative Agent) ), on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xi) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (yii) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (ziii) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 five (5) days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by a US Borrower or the Borrower Foreign Borrower, as the case may be, or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and --------------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and except that (B)(IA) in the case of Standby Letters issued in the ordinary course of business and consistent with past business practices or with respect to the retention of key employees pursuant to an order of the Bankruptcy Court, and requiring a Standby Letter minimum term of Creditone year, the expiration date may be up to one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 the expiration date may be up to 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(b).

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Letter of Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended one year after its date of issuance and Restated Credit Agreement before (b) the 60th day prior to the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d). Notwithstanding anything to the contrary contained herein or in the Existing Letter of Credit (including any automatic renewal provision), the Existing Letter of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letter of Credit.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date denominated in an Alternative Currency not to exceed, together with all other outstanding Letters of any Non-Extending Lender under the Credit, Letter of Credit Advances and Revolving Credit Facility if, after giving effect to such issuanceAdvances denominated in an Alternative Currency, the aggregate Revolving Credit Commitments of Alternative Currency Sublimit. It is understood and agreed that the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Existing Letters of Credit expiring after such Termination Dateshall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for each such Letter of Credit, together with all other Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters each such Letter of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) such Issuing Bank’s Letter of Credit Commitment at such time and (iiiy) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no time and (iii) for each such Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility ifdenominated in an Alternative Currency not to exceed, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the together with all other outstanding Letters of Credit expiring after such Termination Date, Letter of Credit Advances and Revolving Credit Advances denominated in an Alternative Currency, the Alternative Currency Sublimit. It is understood and agreed that the Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder for all purposes under this Agreement and the Loan Documents. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year (constituting 365 days or 366 days, as the case may be) after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 ten Business Days prior to the then effective expiration date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”; it being understood and agreed that an Issuing Bank shall not be entitled to issue a Notice of Termination with respect to such a renewal unless (i) the conditions precedent to the issuance of Letters of Credit set forth in Section 3.02 shall not have been fulfilled or waived in accordance herewith, or (ii) a Default shall have occurred and be continuing, or (iii) pursuant to such renewal the effective expiration date of such Letter of Credit would occur after the Termination Date or (iv) such Issuing Bank shall have procured a replacement Issuing Bank) and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not not, unless otherwise agreed by the Issuing Bank, permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank thereunder to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each 2.01 The Letters of Credit. The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit credit, substantially in the form of Exhibit B-1 or Exhibit B-2, or in such other form as the Issuing Bank may approve (together such approval not to be unreasonably withheld or delayed so long as such form complies with the Existing Letters following provisions of Credit referred to in this Section 2.03(f2.01) (each an “LOC” and collectively the “LOCs”), and extend or increase the “Letters amount of Credit”) in U.S. dollars LOCs, for the account of the Borrower (but in connection with the business of the Borrower or ACE on any of its Subsidiaries) Business Day from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the latest Termination Date for Date; provided that (a) the Revolving Credit Facility in an aggregate Available Amount Issuing Bank shall not have any obligation to issue, extend or increase the amount of any LOC if (i) for all Letters of the aggregate Credit not to exceed at any time the Letter of Credit Facility at such time, Exposure (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, extension or increase) would exceed the aggregate Revolving Credit Commitments of LOC Availability Amount (as defined in the Extending Lenders (including Pricing Agreement) scheduled to be outstanding at any replacement Lenders) for time during the period following from the date of such Termination Date issuance, extension or increase to the stated expiration date of such LOC; or (ii) such issuance, extension or increase would conflict with or cause the Issuing Bank to exceed any limit imposed by applicable law or any applicable requirement thereof; (b) each LOC shall be denominated in U.S. dollars and shall be in a face amount not less than $50,000 (or such lesser amount as the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit Issuing Bank may agree); (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no LOC shall have an a scheduled expiration date (including all rights of the Borrower ACE or the beneficiary to require renewalextension thereof) later than the earlier fifth (5th) Business Day prior to the date on which the aggregate Credit Exposure (including the subject LOC) would exceed the aggregate LOC Availability Amount scheduled to be outstanding at any time during such period if such subject LOC remained outstanding on such date; (e) the Issuing Bank shall not have any obligation to issue any LOC that the Issuing Bank determines, in the exercise of its reasonable judgment consistent with its customary practice, is unsatisfactory in form or substance or is to be issued in favor of a beneficiary that is a Sanctioned Person, is organized under the laws of a Sanctioned Country or is otherwise unsatisfactory to the Issuing Bank; (Af) 30 days Alliance Resource Fourth Amended each LOC issued in the form of Exhibit B-1 shall provide that such LOC shall expire on the thirtieth (30th) day following written notice by the Issuing Lender to the beneficiary of the occurrence of a “Credit Event” with respect to ACE consisting of a “Failure to Pay” or a “Bankruptcy” (as each such term is defined in the 2003 ISDA Credit Derivatives Definitions published by the International Swaps and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility Derivatives Association, Inc.); and (B)(Ig) prior to issuing any LOC in the case form of Exhibit B-2, the Issuing Bank or Administrative Agent shall have entered into a Standby Letter reinsurance trust agreement with a reinsurance trustee, in form and substance satisfactory to the Issuing Bank and Administrative Agent and containing terms substantially similar to those set forth on Exhibit C, and, upon issuance of Creditsuch LOC, one year after such LOC shall be immediately deposited into the date reinsurance trust account governed by the terms of issuance thereofsuch reinsurance trust agreement, but and shall at all times thereafter be held in such reinsurance trust account. An LOC may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to automatically extendible annually; provided, that the Issuing Bank shall not permit any such automatic extension if it has determined that issued such Standby Letter of Credit and extension would not be permitted, or the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified would have no obligation, at such time to issue such LOC as extended under the Borrower (with a copy to terms hereof, in which case the Administrative Agent) on or prior to Issuing Bank shall notify the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew extend such Standby Letter of Credit LOC (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require which the Issuing Bank that issued such Standby Letter of Credit agrees to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire do on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred terms of Section 2.02(c)). LOCs may be issued for the benefit of any wholly-owned Subsidiary of ACE; provided that ACE shall be the account party with respect to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)such LOC.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date date hereof until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary Date, except that in the immediately preceding sentencecase of Standby Letters issued in the ordinary course of business and consistent with past business practices and requiring a minimum term of one year, Letters the expiration date may be up to one year after the date of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)issuance thereof. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c). Making the Advances . Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided, however, that, in the case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may be, and by any other Working Capital Lender and outstanding on the date of such Working Capital Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances at the discretion of the Swing Line Bank or the Issuing Bank, as applicable. Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). If, in its sole discretion, it elects to make the requested Swing Line Advance, the Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent's Account, in same day funds. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Working Capital Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Working Capital Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Working Capital Advances may not be outstanding as part of more than five separate Borrowings. Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Unless the Administrative Agent shall have received notice from an Appropriate Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfissue) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence expiration date of receipt any Letter of a Notice Credit may be automatically extended, by its terms, for periods of Renewal up to one year but not later than the relevant Issuing Bank may in its discretion, unless instructed to 30th day before the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTermination Date. Within the limits of the Letter of Credit Facility, and subject to the limits limitations referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d)) in amounts no less than $250,000 (or such lesser amount as may be agreed to by the Issuing Bank) for each such Letter of Credit, repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.03(c) ), and request the issuance of additional Letters of Credit under this Section 2.01(d), subject to the foregoing limitations. All Existing Letters of Credit, as listed on Schedule III attached hereto, shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions of this Agreement.

The Letters of Credit. Each Issuing Bank severally agrees, on (a) On the terms and subject to the further conditions hereinafter set forthforth and upon satisfaction of the conditions set forth in Article III, to issue (or cause its Affiliate that is a commercial bank the Issuing Lender hereby agrees to issue on and after the Amendment Effective Date Letters of Credit, each dated the date of its behalf) letters issuance, substantially in the form of credit Exhibit A hereto and in the aggregate issued at any one time in a face amount not to exceed $250,000,000 (together with United States Dollars)(provided that at the Existing time of issuance of any Five-Year Letter of Credit the face amount of all Five-Year Letters of Credit referred outstanding after giving effect to the issuance thereof in Section 2.03(fthe aggregate shall not exceed $110,000,000 (United State Dollars), ). and so long as (after giving effect to the “Letters issuance of the requested Letter of Credit”) in U.S. dollars the Adjusted Collateral Value for any Obligor is not less than the account sum of the Borrower (but in connection all amounts then outstanding with the business of the Borrower or any of its Subsidiaries) from time respect to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at Obligations and Reimbursement Obligations for such timeObligor, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each as more specifically set forth below in Section 2.1(b). Each such Letter of Credit shall be irrevocable and, unless its terms provide otherwise, shall expire on the Expiry Date. Each such Letter of Credit (other than the Five-Year Letters of Credit) shall contain language substantially as follows: "This Letter of Credit shall be deemed automatically extended without amendment for one year from the expiration date or any future expiration date, unless thirty (30) days prior to any expiration date, we notify you by registered mail that this Letter of Credit will not be renewed for any such additional period." So long as any Letter of Credit (including any Five-Year Letter of Credit) is outstanding and has not expired, this Agreement shall continue to exceed the Unused Revolving Credit Commitments be in full force and effect with respect to such Letter of the Revolving Credit Lenders at such time; provided Credit, provided, however, that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityrenewed, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay nor shall any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request be issued, on or after the issuance of additional Letters of Credit under this Section 2.01(d)Facility Termination Date.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business any Account Party on any Letter of the Borrower or any of its Subsidiaries) Credit Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the latest Termination Date for Expiration Date. From and after the Revolving Credit Facility in an aggregate Available Amount (i) for all Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. The Issuing Bank shall have no obligation to exceed issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time, Exposure would exceed the lesser of (iix) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time Amount and (iiiy) for each the aggregate Collateral Value, or (b) any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Revolving Credit Lenders total Unused LC Commitment Amounts of the Banks at such time; provided that time (as such amount shall be advised by the Administrative Agent to the Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than hereunder if the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have exceeds, immediately before the time of such issuance, an expiration date (including all rights amount equal to the total Unused LC Commitment Amounts of the Borrower or Banks at such time (as such amount shall be advised by the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued as contemplated by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).2.02

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit substantially in the form of Exhibit B, or in such other form as the Issuing Bank may approve (together such approval not to be unreasonably withheld or delayed so long as such form complies with the Existing Letters following provisions of Credit referred to in this Section 2.03(f2.01) (each an “LOC” and collectively the “LOCs”), and extend or increase the “Letters amount of Credit”) in U.S. dollars LOCs, for the account of the Borrower (but in connection with the business of the Borrower or Pulte on any of its Subsidiaries) Business Day from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the latest Termination Date for Date; provided that (a) the Revolving Credit Facility in an aggregate Available Amount Issuing Bank shall not have any obligation to issue, extend or increase the amount of any LOC if (i) for all Letters of the aggregate Credit not to exceed at any time the Letter of Credit Facility at such time, Exposure (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, extension or increase) would exceed the aggregate Revolving Credit Commitments of LOC Availability Amount (as defined in the Extending Lenders (including Pricing Agreement) scheduled to be outstanding at any replacement Lenders) for time during the period following from the date of such Termination Date issuance, extension or increase to the stated expiration date of such LOC; or (ii) such issuance, extension or increase would conflict with or cause the Issuing Bank to exceed any limit imposed by applicable law or any applicable requirement thereof; (b) each LOC shall be denominated in U.S. dollars and shall be in a face amount not less than $50,000 (or such lesser amount as the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit Issuing Bank may agree); (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no LOC shall have an a scheduled expiration date (including all rights of the Borrower Pulte or the beneficiary to require renewalextension thereof) later than the earlier of tenth (A10th) 30 days Alliance Resource Fourth Amended and Restated Business Day prior to the date on which the aggregate Credit Agreement before Exposure (including the Termination Date for subject LOC) would exceed the Revolving Credit Facility aggregate LOC Availability Amount scheduled to be outstanding at any time during such period if such subject LOC remained outstanding on such date; and (B)(Ie) each LOC shall provide that such LOC shall expire on the tenth (10th) Business Day following written notice by the Issuing Lender to the beneficiary of the occurrence of a “Credit Event” with respect to Pulte consisting of a “Failure to Pay” or a “Bankruptcy” (as each such term is defined in the case 2003 ISDA Credit Derivatives Definitions published by the International Swaps and Derivatives Association, Inc.). Such written notification by the Issuing Lender to the beneficiary of a Standby Credit Event (which may be in electronic form) shall initially be substantially in the form of Exhibit A to the form of Letter of CreditCredit attached hereto as Exhibit B delivered to not fewer than two persons designated by the beneficiary to receive such notification at such address (which may include an email address) as specified by the beneficiary, one year after and shall be followed by not fewer than two subsequent written reminder notices delivered by the date Issuing Lender to the beneficiary (which may be in electronic form) of issuance thereofsuch initial notification prior to such expiry, but absent prior written response from the beneficiary to request payment by the Issuing Bank under such LOC. An LOC may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to automatically extendible annually; provided, that the Issuing Bank shall not permit any such automatic extension if it has determined that issued such Standby Letter of Credit and extension would not be permitted, or the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified would have no obligation, at such time to issue such LOC as extended under the Borrower (with a copy to terms hereof, in which case the Administrative Agent) on or prior to Issuing Bank shall notify the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew extend such Standby Letter of Credit LOC (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require which the Issuing Bank that issued such Standby Letter of Credit agrees to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire do on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred terms of Section 2.02(c)). LOCs may be issued for the benefit of any Subsidiary of Pulte; provided that Pulte shall be the account party with respect to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)such LOC.

The Letters of Credit. Each The Lenders and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Letter of Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended one year after its date of issuance and Restated Credit Agreement before (b) the 60th day prior to the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to in accordance with the Issuing Bank that issued such Standby applicable Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of L/C Credit Advances Extensions resulting from drawings thereunder pursuant to Section 2.03(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c). Notwithstanding anything to the contrary contained herein or in the Existing Letters of Credit (including any automatic renewal provision), the Existing Letters of Credit may not be renewed after the Effective Date and shall expire on the expiration date in effect as of the Effective Date without giving effect to any renewal of the Existing Letters of Credit.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Original Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on (i) Upon the terms and subject to the conditions hereinafter set forth, the Borrower may request any Issuing Bank to issue (or cause issue, and any such Issuing Bank may in its Affiliate that is a commercial bank to issue on its behalf) discretion and in reliance upon the agreements of the Lenders set forth herein issue, letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)each, the a “Letters Letter of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of and its Subsidiaries) Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment Sublimit at such time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no . Each Letter of Credit (other than Existing Letters of Credit) shall be for a period of no more than one year or shall be renewable or terminable (upon no more than 180 days’ notice) annually and, in each case, shall contain such terms and conditions as may be acceptable to the Paying Agent and the applicable Issuing Bank in their sole discretion, but in any event shall expire after no later than 30 days prior to the latest Termination Date in effect at the date of issuance thereof, provided that is 30 days before the Termination Date Letters of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the having an aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of not more than $25,000,000 may have an expiration date of later than one year from the Letters date of Credit expiring after such issuance, but in any event shall expire no later than 30 days prior to the latest Termination Date. No ; provided further that no Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for of Lenders having Commitments in an amount equal to or exceeding the Revolving Credit Facility, “Special available undrawn amount of all Letters of Credit after giving effect to the issuance of such Letter of Credit”). If either a Notice of Renewal is not given Each request by the Borrower for the issuance or amendment of a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within be a representation by the limits of Borrower that the Letter of Credit Facilityso requested to be issued or amended complies with the conditions set forth in the preceding sentence. The Issuing Bank may, in its sole discretion, renew such Letter of Credit, and such renewal shall in any case be subject to the conditions specified herein. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Restricted Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after . Notwithstanding the date that is 30 days before the Termination Date foregoing, if any L/C Exposure of any Non-Extending Lender under exists on the Revolving Credit Facility if, after giving effect Termination Date applicable to such issuance, the aggregate Revolving Credit Commitments of such Non-Extending Lender then: (i) the L/C Exposure of such Non-Extending Lender will, upon at least two (2) Business Days prior notice to the Borrower and the other Lenders by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day specified in such notice) among the Extending Lenders pro rata in accordance with their respective Revolving Credit Commitments; provided that (including A) the Advances of each such Lender may not in any replacement Lendersevent exceed the Revolving Credit Commitment of such Lender as in effect at the time of such reallocation and (B) for at the period following time of such Termination Date would be less than reallocation, no Event of Default has occurred and is continuing; and (ii) to the Available Amount extent that any portion (the “Unreallocated Portion”) of the Letters Non-Extending Lender’s L/C Exposure cannot be so reallocated, whether by reason of Credit expiring the first proviso in clause (i) above or otherwise, the Borrower will, not later than three (3) Business Days after demand by the Administrative Agent, (A) Cash Collateralize the obligations of the Borrower to the Issuing Banks in respect of such Termination DateL/C Exposure in an amount at least equal to the aggregate amount of the Unreallocated Portion of such L/C Exposure or (B) make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Banks to protect them against nonpayment by such Non-Extending Lender. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility for the Extending Lenders and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and 55 Alliance Resource Fifth Amended and Restated Credit Agreement upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue or renew (or cause its any Affiliate that is a commercial bank to issue or renew on its behalf) standby letters of credit and commercial letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)together, the “Letters of Credit”) in U.S. United States dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofthereof and (b) the date that is 30 days before the Termination Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank that issued a Letter of Credit pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) Account Party on any Business Day from time to time on any Business Day during the period from the Effective Date until 30 days before to the latest Termination Date for Expiration Date. From and after the Revolving Credit Facility in an aggregate Available Amount (i) for all Effective Date, the Existing Letters of Credit not shall be Letters of Credit hereunder. The Issuing Bank shall have no obligation to exceed issue, and no Account Party will request the issuance of, any Letter of Credit hereunder if either (a) at any the time of issuance of such Letter of Credit and after giving effect thereto, the Letter of Credit Facility at such time, Exposure would exceed the lesser of (iix) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s the Letter of Credit Issuance Commitment at such time Amount and (iiiy) for each the aggregate Collateral Value, or (b) any Bank's Pro Rata Share of the Available Amount of such Letter of Credit not exceeds, immediately before the time of such issuance, an amount equal to exceed the Unused Revolving Credit Commitments such Bank's Pro Rata Share of the Revolving Credit Lenders total Unused LC Commitment Amounts of the Banks at such time; provided that time (as such amount shall be advised by the Administrative Agent to the Issuing Bank as contemplated by Section 2.02). Unless all the Banks consent otherwise in writing, the Issuing Bank shall have no obligation to issue, and no Account Party shall request the issuance of, any Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than hereunder if the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have exceeds, immediately before the time of such issuance, an expiration date (including all rights amount equal to the total Unused LC Commitment Amounts of the Borrower or Banks at such time (as such amount shall be advised by the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Administrative Agent to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued as contemplated by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).2.02

The Letters of Credit. The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Closing Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue or renew (or cause its any Affiliate that is a commercial bank to issue or renew on its behalf) standby letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. United States dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (Aa) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofthereof and (b) the date that is 30 days before the Termination Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank that issued a Letter of Credit pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c). Notwithstanding anything to the contrary contained herein or in any Existing Letter of Credit (including any automatic renewal provision), no Existing Letter of Credit may be renewed after the Closing Date and each Existing Letter of Credit shall expire on the expiration date in effect as of the Closing Date without giving effect to any renewal of such Existing Letter of Credit.

The Letters of Credit. (i) The Existing Issuing Bank, the Lenders and the Borrower agree that effective as of the Effective Date, each Existing Letter of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions of, this Agreement. Each Issuing Bank severally (other than the Existing Issuing Bank) agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the each Existing Letters Letter of Credit referred to in Section 2.03(f)Credit, the “Letters of Credit”) in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (iA) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiB) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all an expiration date resulting from any automatic renewal of the previous expiration date or otherwise from the exercise of any rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (IIB) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Issuing Bank severally agrees, on 3.01 (a) Subject to the terms and conditions hereinafter set forthof this Agreement, upon the request of any Borrower made in accordance herewith, and prior to issue the Revolving Loan Maturity Date, Issuing Lender agrees to Issue, or to cause an Underlying Issuer (or cause its Affiliate that is including, as Issuing Lender’s agent) to Issue, a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters requested Letter of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of Borrowers. If Issuing Lender, at its Subsidiaries) from time option, elects to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in cause an aggregate Available Amount (i) for all Letters of Credit not Underlying Issuer to exceed at any time the Issue a requested Letter of Credit Facility at Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such timeUnderlying Issuer (which may include, (ii) for all Letters of Credit issued among other means, by such Issuing Bank not becoming an applicant with respect to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not or entering into undertakings or other arrangements that provide for reimbursement of such Underlying Issuer with respect to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no drawings under Letter of Credit may expire after the date that is 30 days before the Termination Date Credit; each such obligation or undertaking, irrespective of any Non-Extending Lender under the Revolving Credit Facility ifwhether in writing, after giving effect a “Reimbursement Undertaking”) with respect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after Issued by such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date Underlying Issuer for the Revolving Credit Facility and (B)(I) in account of Borrowers. By submitting a request to Issuing Lender for the case Issuance of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Borrowers shall be deemed to have been so requested that (i) Issuing Lender Issue, or (ii) an Underlying Issuer Issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to Issue a Reimbursement Undertaking with respect to such requested Letter of Credit). Borrowers acknowledge and agree that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5102(a)(2) of the UCC) with respect to each Underlying Letter of Credit. Each request for the Issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by a Responsible Officer of Administrative Borrower and delivered for all purposes under this Agreementto Issuing Lender via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Lender and reasonably in advance of the requested date of Issuance, amendment, renewal, or extension. Within Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the limits amount of such Letter of Credit, (B) the date of Issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit Facilityto be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and subject (ii) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the limits referred to above, extent that such requests or requirements are consistent with the Borrower may request the issuance of Issuer Documents that Issuing Lender or Underlying Issuer generally requests for Letters of Credit under this Section 2.01(d)in similar circumstances. Issuing Lender’s or Underlying Issuer’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, repay any Issuing Lender may, but shall not be obligated to, Issue or cause the Issuance of a Letter of Credit Advances resulting from drawings thereunder pursuant or to Section 2.03(cIssue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) and request in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the issuance of additional Letters of Credit under this Section 2.01(d)Lenders is a Defaulting Lender.

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars Dollars for the account of the Borrower (but or, subject to the second proviso in connection with this sentence below, for the business benefit of the Borrower or any of its Subsidiaries) G-I Holdings from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $100 million; and provided, further, however, that the issuance of any Future G-I Letter of Credit, and the renewal of any Future G-I Letter of Credit may expire after which increases the date that is 30 days before the Termination Date stated amount of any Nonsuch Future G-Extending Lender under the Revolving Credit Facility ifI Letter of Credit, after giving effect shall be subject to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Datecompliance with Section 5.02(g). No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. (i) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days five Business Days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. If the Borrower so requests in any applicable Letter of Credit Application, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that no any such Auto-Extension Letter of Credit may expire after must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date that is 30 days before of issuance of such Letter of Credit) by giving prior notice to the Termination Date of any beneficiary thereof not later than a day (the “Non-Extending Lender under Extension Notice Date”) in each such twelve-month period to be agreed upon at the Revolving Credit Facility if, after giving effect to time such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower or shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the beneficiary Lenders shall be deemed to require renewalhave authorized (but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date no later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement five Business Days before the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant an Issuing Bank may shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its discretionrevised form (as extended) under the terms hereof, unless instructed to or (B) it has received notice (which may be by telephone or in writing) on or before the contrary by day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the BorrowerBorrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, deem that a Notice of Renewal had been timely delivered and in each such case, a Notice of Renewal shall be deemed case directing such Issuing Bank not to have been so delivered for all purposes under this Agreementpermit such extension. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.03(d)(iii) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and subject to the conditions hereinafter herein set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit credit, substantially in the form of Exhibit B-1 or Exhibit B-2, or in such other form as the Issuing Bank may approve (together such approval not to be unreasonably withheld or delayed so long as such form complies with the Existing Letters following provisions of Credit referred to in this Section 2.03(f2.01) (each an “LOC” and collectively the “LOCs”), and extend or increase the “Letters amount of Credit”) in U.S. dollars LOCs, for the account of the Borrower (but in connection with the business of the Borrower or ACE on any of its Subsidiaries) Business Day from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to the latest Termination Date for Date; provided that (a) the Revolving Credit Facility in an aggregate Available Amount Issuing Bank shall not have any obligation to issue, extend or increase the amount of any LOC if (i) for all Letters of the aggregate Credit not to exceed at any time the Letter of Credit Facility at such time, Exposure (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, extension or increase) would exceed the aggregate Revolving Credit Commitments of LOC Availability Amount (as defined in the Extending Lenders (including Pricing Agreement) scheduled to be outstanding at any replacement Lenders) for time during the period following from the date of such Termination Date issuance, extension or increase to the stated expiration date of such LOC; or (ii) such issuance, extension or increase would conflict with or cause the Issuing Bank to exceed any limit imposed by applicable law or any applicable requirement thereof; (b) each LOC shall be denominated in U.S. dollars and shall be in a face amount not less than $50,000 (or such lesser amount as the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit Issuing Bank may agree); (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no LOC shall have an a scheduled expiration date (including all rights of the Borrower ACE or the beneficiary to require renewalextension thereof) later than the earlier fifth (5th) Business Day prior to the date on which the aggregate Credit Exposure (including the subject LOC) would exceed the aggregate LOC Availability Amount scheduled to be outstanding at any time during such period if such subject LOC remained outstanding on such date; (e) the Issuing Bank shall not have any obligation to issue any LOC that the Issuing Bank determines, in the exercise of its reasonable judgment consistent with its customary practice, is unsatisfactory in form or substance or is to be issued in favor of a beneficiary that is a Sanctioned Person, is organized under the laws of a Sanctioned Country or is otherwise unsatisfactory to the Issuing Bank; (Af) 30 days Alliance Resource Fourth Amended each LOC issued in the form of Exhibit B-1 shall provide that such LOC shall expire on the thirtieth (30th) day following written notice by the Issuing Lender to the beneficiary of the occurrence of a “Credit Event” with respect to ACE consisting of a “Failure to Pay” or a “Bankruptcy” (as each such term is defined in the 2003 ISDA Credit Derivatives Definitions published by the International Swaps and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility Derivatives Association, Inc.); and (B)(Ig) prior to issuing any LOC in the case form of Exhibit B-2, the Issuing Bank or Administrative Agent shall have entered into a Standby Letter reinsurance trust agreement with a reinsurance trustee, in form and substance satisfactory to the Issuing Bank and Administrative Agent and containing terms substantially similar to those set forth on Exhibit C, and, upon issuance of Creditsuch LOC, one year after such LOC shall be immediately deposited into the date reinsurance trust account governed by the terms of issuance thereofsuch reinsurance trust agreement, but and shall at all times thereafter be held in such reinsurance trust account. An LOC may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to automatically extendible annually; provided, that the Issuing Bank shall not permit any such automatic extension if it has determined that issued such Standby Letter of Credit and extension would not be permitted, or the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified would have no obligation, at such time to issue such LOC as extended under the Borrower (with a copy to terms hereof, in which case the Administrative Agent) on or prior to Issuing Bank shall notify the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal beneficiary thereof of its election not to renew extend such Standby Letter of Credit LOC (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require which the Issuing Bank that issued such Standby Letter of Credit agrees to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire do on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred terms of Section 2.02(c)). LOCs may be issued for the benefit of any wholly-owned Subsidiary of ACE; provided that ACE shall be the account party with respect to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)such LOC.

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Paying Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Paying Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (IIB) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Paying Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from <PAGE> 22 time to time on any Business Day during the period from the Effective Date until 30 days before one year after the latest Termination Date for in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date shall be cash-collateralized in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon written notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars Dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 days before one year after the latest Termination Date for in respect of the Revolving Credit Facility (provided that any Letter of Credit maturing later than five Business days prior to the Termination Date shall be cash-collateralized in an amount equal to 110% of the face amount of such Letter of Credit no later than five Business Days prior to the Termination Date) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereofFacility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d2.01(c).

The Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forthforth and in reliance on the agreement of the other Lenders set forth in Section 2.03, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “Letters of Credit”) in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility Commitments at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(Ia) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 3 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) ), and (IIb) in the case of a Trade Letter of Credit, 30 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days 42 before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant such Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant such Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit FacilityCommitments, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d). Making the Advances .

The Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing Letters of Credit referred to in Section 2.03(f), the “"Letters of Credit”") in U.S. dollars for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date until 30 60 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such the Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 60 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for in respect of the Revolving Credit Facility and (B)(IA) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (IIB) in the case of a Trade Letter of Credit, 30 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess respect of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c2.04(d) and request the issuance of additional Letters of Credit under this Section 2.01(d).

The Letters of Credit. Each Prior to the Effective Date, the Issuing Bank severally has issued the Existing Letters of Credit, which, from and after the Effective Date, shall constitute Letters of Credit hereunder. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the letters of credit issued on or after the Effective Date pursuant to this Agreement, together with the Existing Letters of Credit referred to in Section 2.03(f)Credit, collectively, the “Letters of Credit”"LETTERS OF CREDIT") in U.S. dollars Dollars for the account of the Borrower (but or, subject to the second proviso in connection with this sentence below, for the business benefit of the Borrower or any of its Subsidiaries) G-I Holdings from time to time on any Business Day during the period from the Effective Date until 30 days before the latest Termination Date for in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided provided, however, that in no event shall the aggregate Available Amount for all Letters of Credit exceed $100 million; and provided, further, however, that the issuance of any Future G-I Letter of Credit, and the renewal of any Future G-I Letter of Credit may expire after which increases the date that is 30 days before the Termination Date stated amount of any Nonsuch Future G-Extending Lender under the Revolving Credit Facility ifI Letter of Credit, after giving effect shall be subject to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Datecompliance with Section 5.02(g). No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier date agreed to by the Issuing Bank and the Borrower in respect of such Letter of Credit and (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, shall not have an expiration date later than one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (IIB) in the case of a Trade Letter of Credit, 30 shall not have an expiration date later than 60 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”)Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d). The Borrower agrees that, on or prior to the fourteenth day before the Termination Date, the Borrower shall deposit (on terms and conditions reasonably satisfactory to the Issuing Bank) in a collateral account designated by the Issuing Bank an amount equal to 103% of the aggregate Available Amount of all Letters of Credit then outstanding which have an expiration date later than the Termination Date.

The Letters of Credit. Each Issuing Bank severally agrees, on (a) Upon the terms and subject to the --------------------- conditions hereinafter set forthof this Agreement, and in reliance upon the representations, warranties and covenants of the Company made herein, the Bank agrees to issue, to issue the extent permitted by law and the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500 (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (together with the Existing any successor thereto), one or more Letters of Credit referred to in Section 2.03(f), on the “Letters of Credit”) in U.S. dollars application and for the account of the Borrower (but in connection with the business of the Borrower or any of its Subsidiaries) from time to time on any Business Day Company, during the period from the Effective Date until 30 days before the latest Termination Date for date hereof to the Revolving Credit Facility in an Termination Date, provided that the Stated Amount of Letters of -------- Credit outstanding at any time, plus the ---- aggregate Available Amount amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time be the lesser of (i) $5,000,000 or (ii) when added to the outstanding amount of Revolving Loans at such time, exceed the Borrowing Base; and provided further that at the time the Company requests the issuance of -------- ------- a Letter of Credit and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Company to the Bank, for the account of the Bank, and shall bear interest at the rate then applicable to Revolving Loans that are LIBOR Loans, and, if not paid forthwith shall, to the extent there is availability under the Borrowing Base, be added to the Revolving Loans and shall be immediately due and payable upon the maturity of the Revolving Loans. The issuance of any such Letter of Credit shall result in a reduction of availability under the Borrowing Base in accordance with Section 2.1. In addition, all Letters of Credit shall have a stated expiration date not to exceed at any time the 365 days. A Letter of Credit Facility at such timemay, (ii) subject to the terms and conditions of this Agreement, be renewed for all Letters of Credit issued by such Issuing Bank an additional period not to exceed at any time such Issuing Bank’s 365 days. Each Letter of Credit Commitment at such time and (iii) for each such Letter of Credit shall, in any event, expire not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time; provided that no Letter of Credit may expire after the date that is 30 days before the Termination Date of any Non-Extending Lender under the Revolving Credit Facility if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Extending Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 30 days Alliance Resource Fourth Amended and Restated Credit Agreement before the Termination Date for the Revolving Credit Facility and (B)(I) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 45 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (II) in the case of a Trade Letter of Credit, 30 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date or the Available Amount (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date for the Revolving Credit Facility applicable to the Extending Lenders or in an Available Amount in excess of the Revolving Credit Commitments of the Extending Lenders. Notwithstanding anything to the contrary in the immediately preceding sentence, Letters of Credit issued by any Issuing Bank may have expiration dates as mutually agreed upon by the Borrower and such Issuing Bank, but in any event no later than the sixth anniversary of the Effective Date (any such Letters of Credit with expiration dates after 30 days prior to the Termination Date for the Revolving Credit Facility, “Special Letters of Credit”). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the second immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d)Date.