7. LONG-TERM DEBT

Long-term debt consists of the following at December 31:


					Unamortized
	Principal				Debt Issuance Costs
	2016		2015		2016		2015
	(in thousands)
ARLP Revolving Credit facility	$	255,000	$	385,000	$	(453)	$	(1,234)
ARLP Series B senior notes		145,000		145,000		(101)		(169)
ARLP Term loan		50,000		206,250		(126)		(441)
ARLP Securitization facility		100,000		83,100		—		—
		550,000		819,350		(680)		(1,844)
Less current maturities		(150,000)		(239,350)		126		334
Total long-term debt	$	400,000	$	580,000	$	(554)	$	(1,510)

ARLP Credit Facility. On January 27, 2017, the Intermediate Partnership entered into a Fourth Amended and Restated Credit Agreement (the "ARLP Credit Agreement") with various financial institutions for a revolving credit facility and term loan (the "ARLP Credit Facility"). The ARLP Credit Facility replaces the $250 million term loan ("ARLP Replaced Term Loan") and $700 million revolving credit facility ("ARLP Replaced Revolving Credit Facility") extended to the Intermediate Partnership on May 23, 2012 (the "ARLP Replaced Credit Agreement") by various banks and other lenders that would have expired on May 23, 2017. Certain lenders under the ARLP Replaced Credit Agreement, referred to as the non-extending lenders ("Non-Extending Lenders") are only participating in the ARLP Credit Facility through May 23, 2017, whereas the remaining lenders under the ARLP Replaced Credit Agreement are referred to as the extending lenders ("Extending Lenders").

The ARLP Credit Agreement provides for a $776.5 million revolving credit facility, reducing to $479.75 million on May 23, 2017, including a sublimit of $125 million for the issuance of letters of credit and a sublimit of $15.0 million for swingline borrowings (the "ARLP Revolving Credit Facility"), and for a term loan with a remaining principal balance of $50.0 million (the "ARLP Term Loan"). The outstanding revolver balance of $255.0 million and term loan balance of $50.0 million under the ARLP Replaced Credit Agreement were deemed to have been advanced under the ARLP Credit Facility on January 27, 2017. The ARLP Credit Agreement is guaranteed by all of the material direct and indirect subsidiaries of the Intermediate Partnership, and is secured by substantially all of the Intermediate Partnership's assets. The $776.5 million ARLP Revolving Credit Facility through May 23, 2017 includes the commitments of the Non-Extending Lenders originally made under the ARLP Replaced Credit Agreement, as well as, the commitments of the new lenders and Extending Lenders. The new lenders and Extending Lenders under the new ARLP Revolving Credit Facility are providing $479.75 million of the $776.5 million total.

The ARLP Revolving Credit Facility terminates on May 23, 2019, at which time all amounts outstanding are required to be repaid. The ARLP Revolving Credit Facility termination date will accelerate to (a) May 23, 2017 if, on or before May 13, 2017, the Intermediate Partnership has not satisfied the Cavalier Condition (as defined in the Credit Agreement) or (b) March 27, 2018 if, on or before March 27, 2018, the Intermediate Partnership has not satisfied the Senior Notes Condition (as defined in the ARLP Credit Agreement). The Cavalier Condition requires by May 13, 2017 that the ARLP Partnership utilize the Cavalier Credit Facility which is described below, to prepay $96.0 million under the ARLP Revolving Credit Facility. The Senior Notes Condition requires that the ARLP Partnership either (a) replace the ARLP Series B senior notes ("ARLP Series B Senior Notes," as described below) with junior financing that matures no earlier than January 2020, or (b) repay the ARLP Series B Senior Notes or escrow funds sufficient to repay them, in either case (a) or (b), at least 90 days prior to their expiration on June 26, 2018. The ARLP Term Loan will terminate on May 23, 2017 at which time the aggregate remaining outstanding principle balance of $50.0 million and unpaid interest will be paid in full.

Borrowings under the ARLP Credit Facility bear interest, at the option of the Intermediate Partnership, at either (i) the Base Rate at the greater of three benchmarks, or (ii) a Eurodollar Rate, plus applicable margins for (i) and (ii) that fluctuates depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the ARLP Credit Agreement). The ARLP Revolving Credit Facility bears a lower interest rate ("Lower Rate") for Non-Extending Lenders during their brief participation period which ends May 23, 2017 compared to rates associated with the new lenders and Extending Lenders which are in effect through May 23, 2019. The Lower Rate, which also applies to all lenders for the ARLP Term Loan, remains unchanged from prior interest rates under the ARLP Replaced Credit Agreement. Interest is payable quarterly. The ARLP Credit Agreement also provides for the payment of certain fees, including an unused portion fee and a fee with respect to the available amount under outstanding letters of credit. As with the ARLP Replaced Credit Agreement borrowings, we will utilize the ARLP Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures and investments in affiliates, scheduled debt payments and distribution payments. The ARLP Partnership incurred debt issuance costs of approximately $6.7 million, mostly in 2017, in connection with the ARLP Revolving Credit Facility which will be deferred and amortized as a component of interest expense over the duration of the ARLP Revolving Credit Facility.

Borrowings under the ARLP Replaced Credit Agreement bore interest at a Base Rate or Eurodollar Rate, at the ARLP Partnership's election, plus an applicable margin that fluctuated depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the ARLP Replaced Credit Agreement). The ARLP Partnership elected a Eurodollar Rate, which, with applicable margin, was 2.42% on borrowings outstanding as of December 31, 2016. In June 2014, The ARLP Partnership began making quarterly principal payments on the ARLP Replaced Term Loan, leaving a balance of $50.0 million at December 31, 2016. The ARLP Partnership had borrowings of $255.0 million and $5.6 million of letters of credit outstanding under the ARLP Replaced Revolving Credit Facility at December 31, 2016. The ARLP Partnership incurred an annual commitment fee of 0.25% on the undrawn portion of the ARLP Replaced Revolving Credit Facility.

ARLP Series B Senior Notes. On January 27, 2017, the Intermediate Partnership amended the 2008 Note Purchase Agreement dated June 26, 2008, for $145.0 million of Series B Senior Notes, which bear interest at 6.72% and mature on June 26, 2018 with interest payable semi-annually. The amendment provides for certain modifications to the terms and provisions of the ARLP Note Purchase Agreement, including granting liens on substantially all of the Intermediate Partnership's assets to secure its obligations under the ARLP Note Purchase Agreement on an equal basis with the obligations under the ARLP Credit Agreement. The amendment also modifies certain covenants to align them with the same covenants in the ARLP Credit Agreement. The ARLP Series B Senior Notes are the subject of the Senior Notes Condition of the ARLP Credit Agreement discussed above. The ARLP Series B Senior Notes are guaranteed by all of the material direct and indirect subsidiaries of the Intermediate Partnership.

The ARLP Credit Agreement and the ARLP Series B Senior Notes (collectively, "ARLP Debt Arrangements") contain various restrictions affecting the Intermediate Partnership and its subsidiaries including, among other things, incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates, in each case subject to various exceptions, and the payment of cash distributions by the Intermediate Partnership if such payment would result in a fixed charge coverage ratio (as defined in the ARLP Debt Arrangements) of less than 1.25 to 1.0 for each rolling four-quarter period. The ARLP Debt Arrangements also require the Intermediate Partnership to remain in control of a certain amount of mineable coal reserves relative to its annual production. In addition, the ARLP Debt Arrangements require the Intermediate Partnership maintain (a) a debt to cash flow ratio of not more than 2.25 to 1.0 and (b) a cash flow to interest expense ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters. The ARLP Replaced Credit Agreement and ARLP Series B Senior Notes requirements for (a) and (b) above were 3.0 to 1.0 as of December 31, 2016. The ARLP Partnership's actual debt to cash flow ratio and cash flow to interest expense ratio were 0.93 to 1.0 and 23.0 to 1.0, respectively, for the trailing twelve months ended December 31, 2016. The ARLP Partnership was in compliance with the covenants of the ARLP Replaced Credit Agreement and the ARLP Series B Senior Notes as of December 31, 2016.

ARLP Accounts Receivable Securitization. On December 5, 2014, certain direct and indirect wholly owned subsidiaries of the Intermediate Partnership entered into a $100.0 million accounts receivable securitization facility ("ARLP Securitization Facility") providing additional liquidity and funding. Under the ARLP Securitization Facility, certain subsidiaries sell trade receivables on an ongoing basis to the Intermediate Partnership, which then sells the trade receivables to AROP Funding, a wholly owned bankruptcy-remote special purpose subsidiary of the Intermediate Partnership, which in turn borrows on a revolving basis up to $100.0 million secured by the trade receivables. After the sale, Alliance Coal, as servicer of the assets, collects the receivables on behalf of AROP Funding. The ARLP Securitization Facility bears interest based on a Eurodollar Rate. It was renewed in December 2016 and matures in December 2017. At December 31, 2016, the ARLP Partnership had $100.0 million outstanding under the ARLP Securitization Facility.

ARLP Hamilton Revolving Credit Facility and ARLP Hamilton Equipment Financing Agreement. In connection with the Hamilton Acquisition (see Note 3 – Acquisitions), the ARLP Partnership assumed a $10.0 million revolving credit facility ("ARLP Hamilton Revolving Credit Facility"). In November 2014, White Oak entered into the ARLP Hamilton Revolving Credit Facility allowing for periodic borrowings up to $10.0 million, collateralized by White Oak's accounts receivable. Borrowings under the ARLP Hamilton Revolving Credit Facility carried interest at the prime rate plus 0.1%. On October 19, 2015, the outstanding balance of the ARLP Hamilton Revolving Credit Facility totaling $10.0 million was repaid and the facility terminated.

Also in connection with the Hamilton Acquisition, the ARLP Partnership assumed an equipment financing agreement ("ARLP Hamilton Equipment Financing Agreement"). In 2012, White Oak acquired vendor financing totaling $100.0 million through the ARLP Hamilton Equipment Financing Agreement, which was secured by continuous mining, long-wall mining, and underground belt system equipment purchased from the vendor. The ARLP Hamilton Equipment Financing Agreement required repayment of principal and interest in equal monthly installments of $2.1 million from July 2014 until June 2019. On October 16, 2015, the outstanding balance of the ARLP Hamilton Equipment Financing Agreement totaling $80.6 million was repaid without penalty with funds drawn on the ARLP Replaced Revolving Credit Facility.

Sale-leaseback Transactions. On October 29, 2015 and June 29, 2016, the ARLP Partnership entered into various sale-leaseback transactions whereby it sold certain mining equipment from various mines and received $100.0 million and $33.9 million, respectively, in proceeds and concurrently entered into lease agreements for the sold equipment. See Note 19 – Commitments and Contingencies for further information.

Cavalier Credit Agreement. On October 6, 2015, Cavalier Minerals JV, LLC ("Cavalier Minerals") (see Note 10 – Variable Interest Entities) entered into a credit agreement (the " Cavalier Credit Agreement") with Mineral Lending, LLC ("Mineral Lending") for a $100.0 million line of credit (the "Cavalier Credit Facility"). Mineral Lending is an entity owned by a) Alliance Resource Holdings II, Inc. ("ARH II", the parent of ARH), b) an entity owned by an officer of ARH who is also a director of ARH II ("ARH Officer") and c) foundations established by the President and Chief Executive Officer of MGP and Kathleen S. Craft. There is no commitment fee under the facility. Borrowings under the Cavalier Credit Facility bear interest at a one month LIBOR rate plus 6.0% with interest payable quarterly. Repayment of the principal balance will begin following the first fiscal quarter after the earlier of the date on which the aggregate amount borrowed exceeds $90.0 million or December 31, 2017, in quarterly payments of an amount equal to the greater of $1.3 million initially, escalated to $2.5 million after two years, or fifty percent of Cavalier Minerals' excess cash flow. The Cavalier Credit Facility matures September 30, 2024, at which time all amounts then outstanding are required to be repaid. To secure payment of the facility, Cavalier Minerals pledged all of its partnership interests, owned or later acquired, in AllDale Minerals. Cavalier Minerals may prepay the Cavalier Credit Facility at any time in whole or in part subject to terms and conditions described in the Cavalier Credit Agreement. As of December 31, 2016, Cavalier Minerals had not drawn on the Cavalier Credit Facility. Alliance Minerals has the right to require Cavalier Minerals to draw the full amount available under the Cavalier Credit Facility and distribute the proceeds to the members of Cavalier Minerals, including Alliance Minerals. The Cavalier Credit Facility is the subject of the Cavalier Condition of the Credit Agreement discussed above.

Other. The ARLP Partnership has agreements with two banks to provide additional letters of credit in an aggregate amount of $31.1 million to maintain surety bonds to secure certain asset retirement obligations and the ARLP Partnership's obligations for workers′ compensation benefits. At December 31, 2016, the ARLP Partnership had $13.0 million in letters of credit outstanding under agreements with these two banks.

Aggregate maturities of long-term debt are payable as follows:


Year Ended
December 31,	(in thousands)
2017	$	150,000
2018		145,000
2019		255,000
2020		—
2021		—
Thereafter		—
	$	550,000