Exhibit 10.28
GUARANTY FEE AGREEMENT
GUARANTY FEE AGREEMENT, dated as of July 31, 2001 (the "Agreement"),
between Alliance Resource Partners, L.P., a Delaware limited partnership
("ARLP"), and Alliance Resource GP, LLC, a Delaware limited liability company
and the special general partner of ARLP (the "SGP").
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery hereof, ARLP
is entering into that certain Letter of Credit Facility Agreement, dated as of
the date hereof (the "Bank of Oklahoma Letter of Credit Facility Agreement"),
between ARLP and the Bank of Oklahoma, N.A. ("Bank of Oklahoma"), pursuant to
which the Bank of Oklahoma, N.A. has provided to ARLP a letter of credit
facility in an aggregate amount of $10,000,000.00;
WHEREAS, ARLP has requested the SGP to, from time to time, guaranty the
indebtedness of ARLP created or from time to time to be created under letter of
credit facility agreements in an aggregate amount of up to $30,000,000.00 (each,
a "Letter of Credit Facility" and, collectively, the "Letter of Credit
Facilities");
WHEREAS, to induce the SGP to issue from time to time a guaranty of the
indebtedness of ARLP created under the letter of credit facility agreements,
ARLP has agreed to pay a fee to the SGP with respect to each guaranty, if any,
issued by the SGP; and
WHEREAS, in connection with the execution and delivery by ARLP of the
Bank of Oklahoma Letter of Credit Facility Agreement, the SGP has delivered to
the Bank of Oklahoma a written guaranty of the indebtedness owing by ARLP
thereunder;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Guaranty Fee. In the event that the SGP shall deliver a
written guaranty of the indebtedness of ARLP created under any Letter of Credit
Facility, ARLP shall pay to the SGP a fee equal to 0.30% per annum on the daily
average of the face amount of the letters of credit issued and outstanding from
time to time under such Letter of Credit Facility, payable quarterly in arrears
based on a 360-day year, actual number of days elapsed. The fee payable
hereunder is a usage fee and not an unused portion fee, and no guaranty fee
shall be payable hereunder with respect to the unused portion of the letter of
credit capacity under a Letter of Credit Facility.
Section 2. Procedure for Payment of Fee. As soon as reasonably
practicable following the end of a calendar quarter, ARLP shall advise the SGP
of the amount of the fee due and payable hereunder for the calendar quarter then
ended, and ARLP shall pay the amount then due not later than five (5) business
days following the end of such quarter.
Section 3. Governing Law; Miscellaneous. This Agreement shall be
governed by and construed in accordance with the laws of the State of Oklahoma,
without regard to principles of conflicts of laws. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each complete set of which, when so executed and
delivered by the parties hereto, shall be an original, but all such counterparts
shall, when taken together, constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first
written above.
Alliance Resource Partners, L.P.
By: Alliance Resource Management GP, LLC,
its managing general partner
By: /s/ Xxxxxxx X.Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx,
Title: Senior Vice President -
Chief Financial Officer
and Treasurer
Alliance Resource GP, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President - Law
and Administration
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