of the Agent
94
Section 10.07.
Non-Reliance on Agent and Other Lenders
95
Section 10.08.
Notice of Default
95
Section 10.09.
The Agent May File Proofs of Claim
95
Section 10.10.
Banking Law
96
ARTICLE 11 RESERVED
96
ARTICLE 12 RESERVED
96
ARTICLE 13 MISCELLANEOUS
96
Section 13.01.
Modifications, Amendments or Waivers
96
Section 13.02.
No Implied Waivers; Cumulative Remedies
97
Section 13.03.
Expenses; Indemnity; Damage Waiver
97
Section 13.04.
Holidays
99
Section 13.05.
Notices; Effectiveness; Electronic Communication
99
Section 13.06.
Severability
100
Section 13.07.
Duration; Survival
100
Section 13.08.
Reserved
101
Section 13.09.
Successors and Assigns
101
Section 13.10.
Confidentiality
105
Section 13.11.
Counterparts; Integration
105
Section 13.12.
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL
106
Section 13.13.
USA Patriot Act Notice
107
Section 13.14.
No Fiduciary Duty
107
Section 13.15.
The Platform
108
Section 13.16.
Authorization to Release Collateral and Guarantors
108
Section 13.17.
Right to Realize on Collateral and Enforce Guaranty
109
Section 13.18.
Acknowledgements and Consent to Bail-in of EEA Financial Institutions
109
iii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(C)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
-
EXCLUDED PROPERTY
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(R)
-
REAL PROPERTY
SCHEDULE 6.2
-
CERTAIN INFORMATION REGARDING CAPITALIZATION OF BORROWER AND ITS SUBSIDIARIES
SCHEDULE 6.6
-
LITIGATION
SCHEDULE 6.11
-
CONSENTS AND APPROVALS
SCHEDULE 6.13
-
INSURANCE
SCHEDULE 6.18
-
CERTAIN DISCLOSURES REGARDING ENVIRONMENTAL MATTERS
SCHEDULE 6.24
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 8.02(a)
-
EXISTING DEBT
SCHEDULE 8.02(b)
-
EXISTING GUARANTIES
SCHEDULE 8.02(c)
-
PERMITTED LIQUIDATIONS
SCHEDULE 8.02(d)
-
PERMITTED DISPOSITIONS
SCHEDULE 8.02(e)
-
CERTAIN AFFILIATE TRANSACTIONS
SCHEDULE 8.02(n)
-
EXISTING INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
FORM OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(2)
-
FORM OF GUARANTY AGREEMENT
EXHIBIT 1.1(N)
-
FORM OF TERM LOAN NOTE
EXHIBIT 1.1(P)(1)
-
FORM OF PERFECTION CERTIFICATE
EXHIBIT 1.1(P)(2)
-
FORM OF PLEDGE AGREEMENT (BORROWER)
EXHIBIT 1.1(P)(3)
-
FORM OF PLEDGE AGREEMENT (GUARANTORS)
EXHIBIT 1.1(S)(1)
-
FORM OF SECURITY AGREEMENT (BORROWER)
EXHIBIT 1.1(S)(2)
-
FORM OF SECURITY AGREEMENT (GUARANTORS)
EXHIBIT 2.5
-
FORM OF TERM LOAN REQUEST
EXHIBIT 7.01
-
FORM OF SOLVENCY CERTIFICATE
EXHIBIT 8.03(c)
-
FORM OF COMPLIANCE CERTIFICATE
iv
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of October 5, 2016, and is made by and among
ARCH COAL, INC., a Delaware corporation (the "Borrower"), the LENDERS (as
hereinafter defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its
capacities as administrative agent for the Lenders and collateral agent for the
Lenders (in such capacities, together with its successors and assigns, in such
capacities, the "Agent").
WHEREAS, the Borrower entered into that certain Amended and Restated Credit
Agreement, dated as of June 14, 2011 (as amended by the First Amendment, dated
as of May 16, 2012, the Second Amendment, dated as of November 20, 2012, the
Third Amendment, dated as of November 21, 2012 and the Fourth Amendment, dated
as of December