ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 30, 2009 Alliance Resource Operating Partners, L.P. (the "Intermediate Partnership"), a wholly-owned subsidiary of Alliance Resource Partners, L.P. ("ARLP"), entered into Amendment No. 2 (the "Credit Amendment") to the Intermediate Partnership's Second Amended and Restated Credit Agreement (the "Credit Agreement") dated September 25, 2007.

The Credit Amendment increases the annual capital expenditure limits under the Credit Agreement. The new limits are $425.0 million for 2009, $375.0 million for 2010, $350.0 million for 2011 and $250.0 million for 2012. The amount of any annual limit in excess of actual capital expenditures for that year carries forward.

Pursuant to the Credit Amendment, the applicable margin for London Interbank Offered Rate borrowings under the Credit Agreement is increased from a range of 0.625% to 1.150% (depending on the Intermediate Partnership's leverage margin) to a range of 1.115% to 2.0%, and the annual commitment fee is increased from a range of 0.15% to 0.35% (also depending on the Intermediate Partnership's leverage margin) to a range of 0.25% to 0.50%. In addition, the Credit Amendment includes certain changes relating to a "defaulting lender", including changes that clarify that the overall Credit Agreement commitment would be reduced by the commitment share of a defaulting lender but also provide the Intermediate Partnership with more flexibility in replacing a defaulting lender.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Amendment No. 2 to the Second Amended and Restated Credit Agreement dated as of September 30, 2009

---