Common use of of the Note Purchase Agreement Clause in Contracts

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. The Notes Issuer hereby acknowledges and makes this Note a registered obligation for United States withholding tax purposes. The Issuer shall be the registrar for this Note (the "REGISTRAR") with full power of substitution. In the event the Registrar becomes unable or unwilling to act as registrar under this Note, the Issuer shall reasonably designate a successor Registrar. Each Holder who is a foreign person, by its acceptance of this Note, hereby agrees to provide the Issuer, for the benefit of the Issuer, with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such Holder, participants or other affiliates who are entitled holders of beneficial interests in this Note. Notwithstanding any 2 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE contrary provision contained in this Note or any of the other Note Documents, neither this Note nor any interests therein may be sold, transferred, hypothecated, participated or assigned to any Person except upon satisfaction of the conditions specified in this paragraph. Each Holder, by its acceptance of its Note(s), agrees to be bound by the provisions of this paragraph and to indemnify and hold harmless the Registrar against any and all loss or liability arising from the disposition by such Holder of this Note or any interest therein in violation of this paragraph. The Registrar shall keep at its principal executive office (or an office or agency designated by it by notice to the benefits last registered Holder) a ledger, in which, subject to such reasonable regulations as it may prescribe, but at its expense (except as specified below), it shall provide for the registration and transfer of this Note. No sale, transfer, hypothecation, participation or assignment of this Note or any interest herein shall be effective for any purpose until it shall be registered on the books of the Registrar to be maintained for such purpose. The Registrar shall record the transfer of this Note on the books maintained for this purpose upon receipt by the Registrar at the office or agency designated by the Registrar of (a) a Subsidiary Guaranty Agreement written assignment of this Note (or the applicable interest therein), (b) funds sufficient to pay any transfer taxes payable upon the making of such transfer as well as the cost of reviewing the documents presented to the Registrar, and an Intercreditor Agreement (each c) such evidence of due execution as defined in the Registrar shall reasonably require. The Registrar shall record the transfer of this Note Purchase Agreement)on the books maintained for such purpose at the cost and expense of the assignee. 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. Issuer, for itself and its successors and assigns, hereby: (i) waives demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accel+erate, notice of acceleration and all other notice, filing of suit and diligence in collecting this Note or enforcing any of its remedies, (ii) agrees that Holder shall not be required first to institute suit or exhaust its remedies hereon against Issuer or others liable or to become liable hereon or to enforce its rights against them and (iii) consents to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to Issuer. This Note, and the terms, conditions and provisions hereof, may not be changed, modified, amended or terminated except as provided in the Note Purchase Agreement. 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 parties shall be governed by, the law of the State of New YorkYork excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such state. ALLIANCE REsouRcE GPNotwithstanding anything to the contrary contained elsewhere in this Note or in any other Note Document, LLC By: Alliance Resource Holdingsthe Issuer and the Holder of this Note hereby agree that all agreements among them under this Note and the other Note Documents, Inc.whether now existing or hereafter arising and whether written or oral, its sole member By ------------------------------------------- Its ------------------------------------- FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY are expressly limited so that in no contingency or 3 APS HEALTHCARE HOLDINGS, INC. AMENDED AND THE ORIGINAL SUBSIDIARY GUARANTORS The closing opinion of Andrxxx & Xurtx X.X.P.RESTATED NOTE event whatsoever shall the amount paid, special counsel or agreed to be paid, to such Holder for the Companyuse, which is called for by Section 4.4(a) forbearance, or detention of the money loaned to the Issuer and evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any provisions of this Note Purchase Agreement or any of the other Note Documents at the time performance of such provision shall be dated due shall exceed the date Highest Lawful Rate, then, automatically, the obligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance such Holder should ever receive anything of value deemed interest by Governing Law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the Closing principal amount then outstanding hereunder or on account of any other then outstanding Obligations and addressed not to the Purchaserspayment of interest, or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to the Issuer. All sums paid or agreed to be paid to such Holder for the use, forbearance, or detention of the Obligations and other Indebtedness of the Issuer to the Holders, to the extent permitted by Governing Law, shall be satisfactory amortized, prorated, allocated and spread throughout the full term of such Indebtedness, until payment in scope full thereof, so that the actual rate of interest on account of all such Indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such Indebtedness. For purposes of this paragraph, "HIGHEST LAWFUL RATE" means, at any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious interest rate that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations, under the laws of the State of New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Note and form the other Note Documents), or under applicable federal laws which may presently or hereafter be in effect and which allow a higher maximum nonusurious interest rate than under the laws of the State of New York (or such other jurisdiction's law), in any case after taking into account, to the Purchasers extent permitted by Governing Law, any and all relevant payments or charges under this Note and any other Note Documents executed in connection herewith, and any available exemptions, exceptions and exclusions. The terms and provisions of this paragraph shall cover control every other provision of this Note and all agreements among the Obligors and such matters incident to the transactions contemplated hereby as the Purchasers or the Purchasers' special counsel may reasonably request.Holder. [Signature page follows] 4 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE

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 optional 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 MakeYield-Whole Maintenance Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. OLD DOMINION FREIGHT LINE, INC. By ______________________________ Name: Title: EXHIBIT 1.2 [FORM OF SHELF NOTE] OLD DOMINION FREIGHT LINE, INC. SENIOR NOTE No. R-___ PPN: ORIGINAL PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: INTEREST RATE: INTEREST PAYMENT DATES:/1/ - FINAL MATURITY DATE: PRINCIPAL INSTALLMENT DATES AND AMOUNTS: _________________ /1/ Insert "February 10 and enforced August 10" if interest payments are semi- - annually. Insert "February 10, May 10, August 10 and November 10" if interest payments are quarterly. Exhibit 1.2-1 FOR VALUE RECEIVED, the undersigned, OLD DOMINION FREIGHT LINE, INC. (the "Company"), a corporation organized and existing under the laws of Virginia, hereby promises to pay to _____________________, or registered assigns, the principal sum of [$________________] [on the Final Maturity Date specified above,] [payable in accordance withinstallments on the Principal Installment Dates and in the amounts specified above, and on the rights Final Maturity Date specified above in an amount equal to the unpaid balance of the issuer principal hereof,] with interest (computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance thereof (a) at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and holder on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall be governed byhave become due and payable, 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(aand (b) of including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement shall be dated referred to below) during any period in which a Default (as defined in the date Note Purchase Agreement referred to below) has occurred or is existing, at a Default Rate [at a rate per annum from time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option of the Closing registered holder hereof, on demand). Payments of principal of, and addressed interest on, and any Yield-Maintenance Amount payable with respect to, this Note are to be made at the address shown in the register maintained by the Company for such purpose or at such other place as the holder hereof shall designate to the PurchasersCompany in writing, in lawful money of the United States of America. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf Agreement, dated as of May 1, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part on the terms specified 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 shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be satisfactory continuing, the principal of this Note may be declared or otherwise become due and payable in scope the manner and form with the effect provided in the Note Purchase Agreement. THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. OLD DOMINION FREIGHT LINE, INC. By______________________________ Name: Title: EXHIBIT 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to the Purchasers Note Purchase Agreement (the "Agreement"), dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company"), and shall cover such matters incident The Prudential Insurance Company of America ("Prudential") and/or its affiliates, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the transactions contemplated Agreement, the Company hereby as makes the Purchasers or following Request for Purchase: Aggregate principal amount of the Purchasers' special counsel may reasonably request.Shelf Notes (the "Shelf Notes")

of the Note Purchase Agreement. The Notes are entitled to the benefits of a Subsidiary Guaranty Guarantee Agreement and an Intercreditor Agreement (each as defined in the Note Purchase Agreement). EXHIBIT 1 (TO 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 holdxx'x xttorney 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 RESOURCE GP, LLC By: Alliance Resource Holdings, Inc.Coal Corporation, its sole member By ------------------------------------------- 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. 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, may not be voluntarily prepaid except 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, permitted 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, terms of Section 3.3(c) and registered in the name of, the transferee. Prior to due presentment for registration (d) 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 All payments hereunder shall be made in lawful money of the United States of America in same day funds to prepaymentPayee by crediting, in whole or from before 12:00 p.m. (noon), New York time to time in part, at the times and on the applicable Quarterly Date, through wire transfer, the account of payee identified on Schedule 3.6 of the Note Purchase Agreement in accordance with the instructions set forth therein, or such other account as shall be designated in writing by Payee for such purpose in accordance with the terms specified in of the Note Purchase Agreement, but not otherwise. If Upon the occurrence and continuation of an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, unpaid balance of the principal amount of this Note along with all accrued and unpaid interest and Deferred Base Interest thereon, may become, or may be declared or otherwise become to be, due and payable in the manner, at the price (including along with any applicable Make-Whole Amount) premium, upon the conditions and with the effect provided in the Note Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Note Purchase Agreement. This Note shall be construed and enforced is subject to restrictions on transfer or assignment as provided in accordance with, and the rights Section 9.1 of the issuer Note Purchase Agreement. No reference herein to the Note Purchase Agreement and holder hereof shall be governed by, the law no provision 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 this Note or the Note Purchase Agreement shall be dated alter or impair the date obligations of Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times and in the currency prescribed herein and in the Note Purchase Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF ISSUER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Issuer promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in Section 9.1 of the Closing Note Purchase Agreement, incurred in the collection and addressed enforcement of this Note. Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the Purchasersfull extent permitted by law, shall be satisfactory in scope and form the right to the Purchasers and shall cover such matters incident plead any statute of limitations as a defense to the transactions contemplated hereby as the Purchasers or the Purchasers' special counsel may reasonably requestany demand hereunder.