1
EXHIBIT 10.4
Execution Copy
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OMNIBUS AGREEMENT
among
ALLIANCE RESOURCE HOLDINGS, INC.
ALLIANCE RESOURCE GP, LLC
ALLIANCE RESOURCE MANAGEMENT GP, LLC
and
ALLIANCE RESOURCE PARTNERS, L.P.
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TABLE OF CONTENTS
ARTICLE I
Definitions .................................................................................... 1
1.1 Definitions ............................................................................... 1
ARTICLE II
Business Opportunities ......................................................................... 3
2.1 Restricted Businesses ..................................................................... 3
2.2 Permitted Exceptions ...................................................................... 3
2.3 Procedures ................................................................................ 4
2.4 Termination ............................................................................... 6
2.5 Scope of Restricted Business Prohibition .................................................. 6
2.6 Enforcement ............................................................................... 6
ARTICLE III
Indemnification ................................................................................ 7
3.1 Indemnification of MGP by SGP ............................................................. 7
3.2 Indemnification of Partnership Entities by ARH ............................................ 7
3.3 Indemnification Procedures ................................................................ 7
ARTICLE IV
Assignment ..................................................................................... 8
4.1 Assignment of Rights by Partnership Entities to ARH ....................................... 8
ARTICLE V
Miscellaneous .................................................................................. 9
5.1 Choice of Law; Submission to Jurisdiction ................................................. 9
5.2 Notice .................................................................................... 9
5.3 Entire Agreement; Supersedure ............................................................. 9
5.4 Effect of Waiver or Consent ............................................................... 9
5.5 Amendment or Modification ................................................................. 9
5.6 Assignment ................................................................................ 10
5.7 Counterparts .............................................................................. 10
5.8 Severability .............................................................................. 10
5.9 Gender, Parts, Articles and Sections ...................................................... 10
5.10 Further Assurances ........................................................................ 10
5.11 Withholding or Granting of Consent ........................................................ 10
5.12 Laws and Regulations ...................................................................... 10
5.13 Negotiation of Rights of Limited Partners, Assignees, and Third Parties ................... 00
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THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the
Closing Date by and among Alliance Resource Partners, L.P., a Delaware limited
partnership (the "MLP"), Alliance Resource Holdings, Inc., a Delaware
corporation ("ARH"), Alliance Resource GP, LLC, a Delaware limited liability
company and special general partner of the MLP (the "SGP"), Alliance Resource
Management GP, LLC, a Delaware limited liability company and managing general
partner of the MLP (the "MGP").
R E C I T A L:
ARH, the MLP, the SGP, in its capacity as the special general partner
of the MLP and Alliance Resource Operating Partners, L.P., a Delaware limited
partnership (the "OLP"), and the MGP, in its capacity as the managing general
partner of the MLP and the OLP, desire by their execution of this Agreement to
evidence their understanding, (i) as more fully set forth in Article II of this
Agreement, with respect to (a) those business opportunities that ARH will not
pursue unless the MLP has declined to engage in such business opportunity for
its own account and (b) the procedures whereby such business opportunities are
to be offered to the MLP and accepted or declined and (ii) as more fully set
forth in Article III of this Agreement, with respect to (a) the indemnification
obligations of the SGP in favor of the MGP relating to the indebtedness incurred
by the SGP and assumed by the OLP on the Closing Date and (b) the
indemnification obligations of ARH in favor of the Partnership Entities relating
to any liabilities associated with Martiki Coal Corporation, MAPCO Coal
International, Inc. and Xxxx International Mining, Inc.
In consideration of the premises and the covenants, conditions, and
agreements 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:
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. (a) Capitalized terms used herein but not defined herein
shall have the meanings given them in the MLP Agreement.
(b) As used in this Agreement, the following terms shall have the
respective meanings set forth below:
"Affiliate" shall have the meaning attributed to such term in the MLP
Agreement.
"Agreement" shall mean this Omnibus Agreement, as amended, modified,
or supplemented from time to time in accordance with the terms hereof.
"ARH" shall mean Alliance Resource Holdings, Inc., a Delaware
corporation.
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"ARH Entities" shall mean ARH and any of its Affiliates, other than
the Partnership Entities and The Beacon Group, LP and its affiliated funds.
"Bank Credit Agreement" means the Credit Agreement, dated as of August
16, 1999, by and among the SGP, as Borrower, and The Chase Manhattan Bank,
as Paying Agent thereunder, The Chase Manhattan Bank and Citicorp USA,
Inc., as Co-Administrative Agents thereunder and the Initial Lenders and
Swing Line Bank named as parties thereto.
"Change of Control" shall have the meaning attributed to such term in
Section 2.4.
"Closing Date" shall mean the date of the closing of the initial
public offering of common units representing limited partner interests in
the MLP.
"Conflicts Committee" shall have the meaning attributed to such term
in the MLP Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Indemnified Party" shall have the meaning assigned to such term in
Section 3.3(a).
"Indemnifying Party"shall have the meaning assigned to such term in
Section 3.3(a).
"Losses" shall have the meaning assigned to such term in Section 3.1.
"Martiki Sale Agreement" shall mean the Stock Purchase and Sale
Agreement, dated November 6, 1998 between MAPCO Coal Inc. and Coal Ventures
Holding Company, Inc.
"MGP" shall mean Alliance Resource Management GP, LLC, a Delaware
limited liability company and managing general partner of the MLP.
"MLP" shall mean Alliance Resource Partners, L.P., a Delaware limited
partnership, and any successors thereto.
"MLP Agreement"shall mean the Amended and Restated Agreement of
Limited Partnership of the MLP, dated as of the Closing Date, as such
agreement is in effect on the Closing Date, to which reference is hereby
made for all purposes of this Agreement. No amendment or modification to
the MLP Agreement subsequent to the Closing Date shall be given effect for
the purposes of this Agreement unless consented to by each of the parties
to this Agreement.
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"Note Purchase Agreement" means the Note Purchase Agreement, dated as
of August 16, 1999, between the SGP and the several purchasers listed in
the Schedule A attached thereto.
"OLP" shall mean Alliance Resource Operating Partners, L.P., a
Delaware limited partnership, and any successors thereto.
"Partnership Entities" shall mean the SGP, the MGP and the MLP and any
Affiliate controlled by the SGP, the MGP or the MLP.
"Partnership Group" shall mean the MLP and any of its subsidiaries.
"Person" shall mean an individual, corporation, partnership, joint
venture, trust, limited liability company, unincorporated organization or
any other entity.
"SGP" shall mean Alliance Resource GP, LLC, a Delaware limited
liability company and special general partner of the MLP.
"Restricted Business" shall have the meaning attributed to such term
in Section 2.1.
"Voting Stock" means securities or membership interests of any class
or series of either ARH or the MGP entitling the holders thereof to vote on
a regular basis in the election of members of the board of directors, board
of managers or other governing body of such entity.
ARTICLE II
BUSINESS OPPORTUNITIES
2.1 RESTRICTED BUSINESSES. Subject to the terms of the MLP Agreement, for
as long as the MGP (or any Affiliate of ARH) is the managing general partner of
the MLP or the OLP, each of the ARH Entities shall be prohibited from engaging
in the business of mining, marketing or transporting coal in any state in the
United States (a "Restricted Business").
2.2 PERMITTED EXCEPTIONS. Notwithstanding any provision of Section 2.1 to
the contrary, an ARH Entity may pursue an opportunity to purchase or invest in,
and may ultimately purchase, own and/or operate, a Restricted Business under any
of the following circumstances:
(a) The Restricted Business was engaged in by the ARH Entity on the
date of this Agreement; or
(b) The fair market value of the assets that comprise the Restricted
Business represents less than a majority of the fair market value of the
business being considered for purchase or investment, in the reasonable belief
of a majority of the board of directors of the ARH Entity; or
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(c) The MGP (with the approval of the Conflicts Committee) has elected
not to cause a member of the Partnership Group to pursue such opportunity in
accordance with the procedures set forth in Section 2.3.
2.3 PROCEDURES.
(a) In the event that an ARH Entity becomes aware of an opportunity to
purchase a Restricted Business, then, as soon as practicable, such ARH Entity
shall notify the MGP of such opportunity and deliver to the MGP all information
prepared by or on behalf of such ARH Entity relating to such potential purchase.
As soon as practicable but in any event within 30 days after receipt of such
notification and information, the MGP, on behalf of the Partnership, shall
notify the ARH Entity that either (i) the MGP, on behalf of the Partnership, has
elected, with the approval of the Conflicts Committee, not to cause a member of
the Partnership Group to pursue the opportunity to acquire such Restricted
Business, or (ii) the MGP, on behalf of the Partnership, has elected to cause a
member of the Partnership Group to pursue the opportunity to acquire such
Restricted Business. If, at any time, the MGP or its Affiliates abandons such
opportunity (as evidenced in writing by the MGP or such Affiliates following the
request of the ARH entity), the ARH Entity may pursue such opportunity. Any
Restricted Business which is permitted to be purchased by an ARH Entity must be
so purchased (i) within 12 months of the time the ARH Entity becomes able to
pursue such acquisition in accordance with the provisions of this Section 2.3
and (ii) on terms not materially more favorable to the ARH Entity than were
offered to the Partnership. If either of these conditions are not satisfied, the
opportunity must be reoffered to the Partnership.
(b) In the event that an ARH Entity acquires a Restricted Business as
part of a larger transaction in accordance with the provisions of Section
2.2(b), then, within 30 days of the consummation of such purchase, such ARH
Entity shall notify the MGP of such purchase and offer the Partnership the
opportunity to purchase the Restricted Business constituting a portion of such
purchase and deliver to the MGP all information prepared by or on behalf of or
in the possession of such ARH Entity relating to the Restricted Business. As
soon as practicable but in any event within 30 days after receipt of such
notification, the MGP shall notify the ARH Entity that either (i) the MGP, on
behalf of the Partnership, has elected, with the approval of the Conflicts
Committee, not to cause a member of the Partnership Group to purchase such
Restricted Business, in which event the ARH Entity shall be free to continue to
engage in such Restricted Business, or (ii) the MGP, on behalf of the
Partnership, has elected to cause a member of the Partnership Group to purchase
such Restricted Business, in which event the following procedures shall be
followed:
(i) The ARH Entity shall submit a good faith offer to the MGP to sell
the Restricted Business (the "Offer") to any member of the Partnership Group
designated by the MGP on the terms and for the consideration stated in the
Offer.
(ii) The ARH Entity and the MGP shall negotiate in good faith, for 60
days after receipt of such Offer by the MGP, the terms on which the Restricted
Business will be sold to a member of the Partnership Group. The ARH Entity shall
provide all information concerning the
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business, operations and finances of such Restricted Business as may be
reasonably requested by the MGP.
(A) If the ARH Entity and the MGP agree on such terms within 60
days after receipt by the MGP of the Offer, a member of the Partnership
Group shall purchase the Restricted Business on such terms as soon as
commercially practicable after such agreement has been reached.
(B) If the ARH Entity and the MGP are unable to agree on the terms
of a sale during such 60-day period, the ARH Entity shall attempt to sell
the Restricted Business to a Person that is not an Affiliate of the ARH
Entity (a "NonAffiliate Purchaser") within nine months of the termination of
such 60-day period. Any such sale to a NonAffiliate Purchaser must be for a
purchase price, as determined by the board of directors of ARH Resources,
not less than 95% of the purchase price last offered by a member of the
Partnership Group.
(iii) If, after the expiration of such nine-month period, the ARH
Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it
shall submit another Offer (the "Second Offer") to the MGP within seven days
after the expiration of such nine-month period. The ARH Entity shall provide all
information concerning the business, operations and finances of such Restricted
Business as may be reasonably requested by the MGP.
(A) If the MGP, with the concurrence of the Conflicts Committee,
elects not to cause a member of the Partnership Group to pursue the Second
Offer, the ARH Entity shall be free to continue to engage in such Restricted
Business.
(B) If the MGP shall elect to cause a member of the Partnership
Group to purchase such Restricted Business, then the MGP and the ARH Entity
shall negotiate the terms of such purchase for 60 days. If the ARH Entity
and the MGP agree on such terms within 60 days after receipt by the MGP of
the Second Offer, a member of the Partnership Group shall purchase the
Restricted Business on such terms as soon as commercially practicable after
such agreement has been reached.
(C) If during such 60-day period, no agreement has been reached
between the ARH Entity and the MGP or a member of the Partnership, the ARH
Entity and the MGP will engage an independent investment banking firm with a
national reputation to determine the value of the Restricted Business. Such
investment banking firm will determine the value of the Restricted Business
within 30 days and furnish the ARH Entity and the MGP its opinion of such
value. The ARH Entity and the MGP shall share equally the fees and expenses
of such investment banking firm. Upon receipt of such opinion, the MGP will
have the option, subject to the approval of the Conflicts Committee, to (A)
cause a member of the Partnership Group to purchase the Restricted Business
for an amount equal to
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the value determined by such investment banking firm or (B) decline to
purchase such Restricted Business, in which event the ARH Entity will be
free to continue to engage in such Restricted Business.
2.4 TERMINATION. The provisions of this Article II may be terminated by
ARH upon or at any time after a "Change of Control" of ARH or the MGP by written
notice to the MLP. A Change of Control of ARH or the MGP shall be deemed to have
occurred upon the occurrence of one or more of the following events: (i) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the ARH or
the MGP to any Person or its Affiliates, unless immediately following such sale,
lease, exchange or other transfer such assets are owned, directly or indirectly,
by the ARH Entities, The Beacon Group, L.P. and its affiliated funds or the MGP;
(ii) the consolidation or merger of ARH or the MGP with or into another Person
pursuant to a transaction in which the outstanding Voting Stock of ARH or the
MGP is changed into or exchanged for cash, securities or other property, other
than any such transaction where (a) the outstanding Voting Stock of ARH or the
MGP is changed into or exchanged for Voting Stock of the surviving corporation
or its parent and (b) the holders of the Voting Stock of ARH or the MGP
immediately prior to such transaction own, directly or indirectly, not less than
a majority of the Voting Stock of the surviving corporation or its parent
immediately after such transaction; or (iii) a "person" or "group" (within the
meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of more than 50% of all Voting Stock of ARH or the MGP then outstanding, other
than (a) in a merger or consolidation which would not constitute a Change of
Control under clause (ii) above and (b) The Beacon Group, LP and its affiliated
funds.
2.5 SCOPE OF RESTRICTED BUSINESS PROHIBITION. Except as provided in this
Article II and the Partnership Agreement, each ARH Entity shall be free to
engage in any business activity whatsoever, including those that may be in
direct competition with any Partnership Entity.
2.6 ENFORCEMENT. The ARH Entities agree and acknowledge that the
Partnership Group does not have an adequate remedy at law for the breach by the
ARH Entities of the covenants and agreements set forth in this Article II, and
that any breach by the ARH Entities of the covenants and agreements set forth in
Article II would result in irreparable injury to the Partnership Group. The ARH
Entities further agree and acknowledge that any member of the Partnership Group
may, in addition to the other remedies which may be available to the Partnership
Group hereunder or under applicable law, file a suit in equity to enjoin the ARH
Entities from such breach, and consent to the issuance of injunctive relief
hereunder.
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ARTICLE INDEMNIFICATION III
3.1 INDEMNIFICATION OF MGP BY SGP. The SGP shall indemnify, defend and
hold harmless the MGP from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses incurred
in connection with defending or investigating any such action or claim)
(collectively, "Losses") relating to the indebtedness outstanding (including
principal and interest) under the Note Purchase Agreement and the Bank Credit
Agreement.
3.2 INDEMNIFICATION OF PARTNERSHIP ENTITIES BY ARH. In addition to its
indemnification obligations under the Contribution Agreement (as defined in the
MLP Agreement), ARH shall indemnify, defend and hold harmless the Partnership
Entities from and against any Losses that are caused by, arise out of or are
attributable to:
(a) any and all liabilities associated with the former ownership by
MAPCO Coal Inc. of Martiki Coal Corporation including, but not limited to any
indemnification obligations of any of the Partnership Entities arising under
Section 8.1 of the Martiki Sale Agreement; provided, however, that ARH shall not
be obligated to indemnify the Partnership Entities against any such Losses
unless and until (i) the Partnership Entities have sought to receive
indemnification from Coal Ventures Holding Company, Inc. provided in Section 8.2
of the Martiki Sale Agreement and such relief has been denied by final
adjudication of a court of competent jurisdiction or (ii) the MGP, on behalf of
the MLP, reasonably determines that the Loss for which indemnification is sought
is not within the scope of the indemnification provided in Section 8.2 of the
Martiki Sale Agreement; and
(b) the former business and operations of MAPCO Coal International
Inc., an entity formed under the laws of Barbados, and Xxxx International
Mining, Inc., a Delaware corporation, and/or the dissolution of such entities
and the related distribution of their respective assets to their respective
shareholders.
3.3 INDEMNIFICATION PROCEDURES.
(a) As used in this Section 3.3: the term "Indemnifying Party" refers
to SGP, in the case of any indemnification obligation arising under Section 3.1,
and ARH, in the case of any indemnification obligation arising under Section
3.2; and the term "Indemnified Party" refers to the MGP, in the case of any
indemnification obligation arising under Section 3.1, and the Partnership
Entities, as applicable, in the case of any indemnification obligation arising
under Section 3.2.
(b) If any action, suit or proceeding shall be brought against an
Indemnified Party, or if the Indemnified Party should otherwise become aware of
facts giving rise to a claim for indemnification pursuant to Section 3.1 or 3.2,
as applicable, the Indemnified Party shall promptly notify the Indemnifying
Party in writing specifying the nature of and specific basis for such claim.
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(c) The Indemnifying Party shall have the right to control all aspects
of the defense of (and any counterclaims with respect to) any claims brought
against the Indemnified Party that are covered by the indemnification set forth
in Section 3.1 or 3.2, as applicable, including, without limitation, the
selection of counsel, determination of whether to appeal any decision of any
court and the settling of any such matter or any issues relating thereto;
provided, however, that no such settlement shall be entered into without the
consent of the Indemnified Party unless it includes a full release of the
Indemnified Party from such matter or issues, as the case may be.
(d) The Indemnified Party agree, at their own cost and expense, to
cooperate fully with the Indemnifying Party with respect to all aspects of the
defense of any claims covered by the indemnification set forth in Section 3.1 or
3.2, as applicable, including, without limitation, the prompt furnishing to the
Indemnifying Party of any correspondence or other notice relating thereto that
the Indemnified Party may receive, permitting the name(s) of the Indemnified
Party to be utilized in connection with such defense, the making available to
the Indemnifying Party of any files, records or other information of the
Indemnified Party that the Indemnifying Party considers relevant to such defense
and the making available to the Indemnifying Party of any employees of the
Indemnified Party; provided, however, that in connection therewith the
Indemnifying Party agrees to use reasonable efforts to minimize the impact
thereof on the operations of such Indemnified Party. In no event shall the
obligation of the Indemnified Party to cooperate with the Indemnifying Party as
set forth in the immediately preceding sentence be construed as imposing upon
the Indemnified Party an obligation to hire and pay for counsel in connection
with the defense of any claims covered by the indemnification set forth in this
Article III; provided, however, that the Indemnified Party may, at their own
option, cost and expense, hire and pay for counsel in connection with any such
defense. The Indemnifying Party agrees to keep any such counsel hired by the
Indemnified Party reasonably informed as to the status of any such defense, but
the Indemnifying Party shall have the right to retain sole control over such
defense.
(e) In determining the amount of any loss, liability or expense for
which any Indemnified Party is entitled to indemnification under this Article
III, the gross amount thereof will be reduced by any insurance proceeds realized
or to be realized by such Indemnified Party, and such correlative insurance
benefit shall be net of any insurance premium that becomes due as a result of
such claim.
ARTICLE ASSIGNMENT IV
4.1 ASSIGNMENT OF RIGHTS BY PARTNERSHIP ENTITIES TO ARH . The Partnership
Entities hereby irrevocably assign, transfer and convey to ARH:
(a) all rights, credits, claims, judgments and awards that may be
received by the Partnership Entities under the pending litigation styled Arch
Mineral Corporation ,et al. v. ICI Explosive USA, Inc., et al., U.S. District
Court, S. D. Indiana, Indianapolis Division, Case No. IP96
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- 0754 C - LT#C00376, in which case certain predecessors of the Partnership
Entities are plaintiffs, as more completely identified in paragraph 1 of
Schedule 2.1(a) of the Martiki Sale Agreement; and
(b) all right, title, benefits and interest of such Partnership
Entities to any as of yet uncollected cash and receivables set forth as excluded
assets in paragraphs 5(a), 5(b), 5(c) and 5(d) of Schedule 2.1(a) of the Martiki
Sale Agreement.
ARTICLE V
MISCELLANEOUS
5.1 CHOICE OF LAW; SUBMISSION TO JURISDICTION . This Agreement shall be
subject to and governed by the laws of the State of Delaware, excluding any
conflicts-of-law rule or principle that might refer the construction or
interpretation of this Agreement to the laws of another state.
5.2 NOTICE . All notices or requests or consents provided for or permitted
to be given pursuant to this Agreement must be in writing and must be given by
depositing same in the United States mail, addressed to the Person to be
notified, postpaid, and registered or certified with return receipt requested or
by delivering such notice in person or by telecopier or telegram to such party.
Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All notices to be sent to a party
pursuant to this Agreement shall be sent to or made at the address set forth
below such party's signature to this Agreement, or at such other address as such
party may stipulate to the other parties in the manner provided in this Section
5.2.
5.3 ENTIRE AGREEMENT; SUPERSEDURE . This Agreement constitutes the entire
agreement of the parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the
matters contained herein.
5.4 EFFECT OF WAIVER OR CONSENT . No waiver or consent, express or implied,
by any party to or of any breach or default by any Person in the performance by
such Person of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such Person of the same or any other obligations of such Person hereunder.
Failure on the part of a party to complain of any act of any Person or to
declare any Person in default, irrespective of how long such failure continues,
shall not constitute a waiver by such party of its rights hereunder until the
applicable statute of limitations period has run.
5.5 AMENDMENT OR MODIFICATION . This Agreement may be amended or modified
from time to time only by the written agreement of all the parties hereto;
provided, however, that the MLP may not, without the prior approval of the
Conflicts Committee, agree to any amendment or modification of this Agreement
that, in the reasonable discretion of the MGP, will adversely affect the holders
of
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Common Units. Each such instrument shall be reduced to writing and shall be
designated on its face an "Amendment" or an "Addendum" to this Agreement.
5.6 ASSIGNMENT. No party shall have the right to assign its rights or
obligations under this Agreement without the consent of the other parties
hereto.
5.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument.
5.8 SEVERABILITY. If any provision of this agreement or the application
thereof to any person or circumstance shall be held invalid or unenforceable to
any extent, the remainder of this agreement and the application of such
provision to other persons or circumstances shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.
5.9 GENDER, PARTS, ARTICLES AND SECTIONS. Whenever the context requires,
the gender of all words used in this Agreement shall include the masculine,
feminine and neuter, and the number of all words shall include the singular and
plural. All references to Article numbers and Section numbers refer to Parts,
Articles and Sections of this Agreement, unless the context otherwise requires.
5.10 FURTHER ASSURANCES. In connection with this Agreement and all
transactions contemplated by this Agreement, each signatory party hereto agrees
to execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
all such transactions.
5.11 WITHHOLDING OR GRANTING OF CONSENT. Each party may, with respect to
any consent or approval that it is entitled to grant pursuant to this Agreement,
grant or withhold such consent or approval in its sole and uncontrolled
discretion, with or without cause, and subject to such conditions as it shall
deem appropriate.
5.12 LAWS AND REGULATIONS. Notwithstanding any provision of this
Agreement to the contrary, no party hereto shall be required to take any act, or
fail to take any act, under this Agreement if the effect thereof would be to
cause such party to be in violation of any applicable law, statute, rule or
regulation.
5.13 NEGOTIATION OF RIGHTS OF LIMITED PARTNERS, ASSIGNEES, AND THIRD
PARTIES. The provisions of this Agreement are enforceable solely by the parties
to this Agreement, and no Limited Partner, Assignee or other Person shall have
the right, separate and apart from the MLP, to enforce any provision of this
Agreement or to compel any party to this Agreement to comply with the terms of
this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on, and
effective as of, the Closing Date.
ALLIANCE RESOURCE HOLDINGS, INC.
By: /s/ XXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President -- Law and
Administration, General Counsel and
Secretary
Address for Notice: 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telecopy Number: (000) 000-0000
ALLIANCE RESOURCE PARTNERS, L.P.
By: ALLIANCE RESOURCE GP, LLC, its general
partner
By: /s/ XXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President -- Law and
Administration, General Counsel and
Secretary
Address for Notice: 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telecopy Number: (000) 000-0000
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ALLIANCE RESOURCE MANAGEMENT GP, LLC
By: /s/ XXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President -- Law and
Administration, General Counsel and
Secretary
Address for Notice: 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telecopy Number: (000) 000-0000
ALLIANCE RESOURCE GP, LLC
By: /s/ XXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President -- Law and
Administration, General Counsel and
Secretary
Address for Notice: 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telecopy Number: (000) 000-0000
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