of the Note Purchase Agreement. Section 15.1 of the Note Purchase Agreement is amended to read in its entirety as follows:
of the Note Purchase Agreement. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the MSCS Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such MSCS Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the MSCS Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee (i) to the extent such Expense is attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the MSCS Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 9.1 or 8.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.
of the Note Purchase Agreement. The Company agrees to promptly furnish to the Paying Agent a copy of the current Note Register from time to time and the Paying Agent may conclusively rely on such copy. The Paying Agent further agrees that all sums from time to time deposited in the Remittance Account by or on behalf of the Company pursuant to its rights and obligations under the Note Purchase Agreement will be held by the Paying Agent in trust solely for the benefit of the Registered Holders; provided, however, that to the extent that the cash deposited in the Remittance Account exceeds the amount payable as determined in accordance with Sections 8.2.1, 8.2.2 and 8.2.3, as applicable, the Paying Agent shall promptly return such excess amounts to the Company. For avoidance of doubt, the Paying Agent shall not be responsible for paying interest on the Notes, except in connection with a prepayment thereof, and shall not be responsible for paying the principal thereof at the final stated maturity date.
of the Note Purchase Agreement. Section 11.5 of the Note Purchase Agreement is hereby amended by deleting the table of periods and minimum amounts set forth therein and inserting in lieu thereof the following new table:
of the Note Purchase Agreement. Section 2.01(b) of the Note Purchase Agreement is hereby amended and restated in full by deleting it in its entirety and replacing it with the following:
of the Note Purchase Agreement. Section 11.2 of the Note Purchase Agreement is hereby deleted in its entirety and there is inserted in lieu thereof the following:
of the Note Purchase Agreement. The Notes are entitled to the benefits of a Subsidiary Guaranty Agreement and an Intercreditor Agreement (each as defined in the Note Purchase Agreement). This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. Exhibit 1 (to Note Purchase Agreement) 92 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the State of New York. ALLIANCE REsouRcE GP, LLC By: Alliance Resource Holdings, Inc., its sole member By ------------------------------------------- Its ------------------------------------- FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY AND THE ORIGINAL SUBSIDIARY GUARANTORS The closing opinion of Andrxxx & Xurtx X.X.P., special counsel for the Company, which is called for by Section 4.4(a) of the Note Purchase Agreement shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in scope and form to the Purchasers and shall cover such matters incident to the transactions contemplated hereby as the Purchasers or the Purchasers' special counsel may reasonably request.
of the Note Purchase Agreement. NOTHING IN THIS SECTION 9 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
of the Note Purchase Agreement. All notices to Pledgor shall be addressed in accordance with the information provided on the signature page hereto.
of the Note Purchase Agreement. (b)(i) of the Note Purchase Agreement is hereby amended and restated to read in full as follows:
