EXHIBIT 10.1
$30,000,000 REVOLVING CREDIT FACILITY
$40,000,000 TERM LOAN
CREDIT AGREEMENT
by and among
SUNRISE COAL, LLC
and
THE LENDERS PARTY HERETO
and
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
Dated as of December 12, 2008
4434281
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
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COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
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PERMITTED LIENS
SCHEDULE 1.1(R)
-
REAL PROPERTY
SCHEDULE 2.9
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EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.1
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QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
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SUBSIDIARIES
SCHEDULE 6.1.4
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No Conflict; Material Agreements; Consents
SCHEDULE 6.1.14
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ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1.1
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OPINION OF COUNSEL
SCHEDULE 8.1.3
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INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2.1
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EXISTING INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C)
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COLLATERAL ASSIGNMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT
EXHIBIT 1.1(H)
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HALLADOR SUBORDINATION AGREEMENT
EXHIBIT 1.1(I)(1)
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INDEMNITY
EXHIBIT 1.1(I)(2)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)
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MORTGAGE
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2) -
SWING LOAN NOTE
EXHIBIT 1.1(N)(3)
-
TERM NOTE
EXHIBIT 1.1(P)
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PLEDGE AGREEMENT
EXHIBIT 1.1(S)
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SECURITY AGREEMENT
EXHIBIT 2.5.1
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LOAN REQUEST
EXHIBIT 2.5.2
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SWING LOAN REQUEST
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
4434281
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
December 12, 2008 and is made by and among SUNRISE COAL, LLC, an Indiana limited
liability corporation (the "Borrower"), EACH OF THE GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent").
The Borrower has requested the Lenders to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$30,000,000 and (ii) a $40,000,000 term loan facility.
In consideration of
their mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1.
CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Administrative Agent shall mean PNC Bank, National Association, and its
successors and assigns.
Administrative Agent's Fee shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
Administrative Agent's Letter shall have the meaning specified in Section10.9
[Administrative Agent's Fee].
Affiliate as to any Person any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person,
(ii) which beneficially owns or holds 5% or more of any class of the voting or
other equity interests of such Person, or (iii) 5% or more of any class of
voting interests or other equity interests of which is beneficially owned or
held, directly or indirectly, by such Person.
Ancillary Security Documents shall mean all documents, instruments,
environmental reports, agreements,