THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.
11.11.4 WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11.12 USA Patriot Act Notice.
Each Lender that is subject to the USA Patriot Act and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties
that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Loan Parties, which
information includes the name and address of Loan Parties and other information
that will allow such Lender or Administrative Agent, as applicable, to identify
the Loan Parties in accordance with the USA Patriot Act.
[SIGNATURE PAGE FOLLOWS]
4434281
[SIGNATURE PAGE 1 OF 2 TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
BORROWER
SUNRISE COAL, LLC
By:
Name:
Title:
GUARANTOR:
HALLADOR PETROLEUM COMPANY
By:
Name:
Title:
4434281
[SIGNATURE PAGE 2 OF 2 TO CREDIT AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By:
Name:
Richard C. Munsick
Title:
Senior Vice President
UNION BANK OF CALIFORNIA, N.A., individually and as Syndication Agent
By:
Name:
Title:
OLD NATIONAL BANK
By:
Name:
Title:
FIRST FINANCIAL BANK, NA
By:
Name:
Title:
FIRST COMMONWEALTH BANK
By:
Name:
Title:
4434281
SCHEDULE 1.1(A)
PRICING GRID--
VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO
(PRICING EXPRESSED IN BASIS POINTS)
Level
Leverage Ratio
Letter of Credit Fee
Revolving Credit Base Rate Spread
Term Loan Base Rate Spread
Revolving Credit LIBOR Rate Spread
Term Loan LIBOR Rate Spread
I
Greater than or equal to 3.0 to 1.00
350
200
200
350
350
II
Greater than or equal to 2.0 to 1.0 but less than 3.0 to 1.0
300
175
175
300
300
III
Less than 2.0 to 1.0
250
150
150
250
250
For purposes of determining the Applicable Margin, the Applicable Commitment Fee
Rate and the Applicable Letter of Credit Fee Rate:
(a)
Until March 31, 2009, the Applicable Margin, Applicable