OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND
ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(R) - REAL
PROPERTY SCHEDULE 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 -
QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.4 - NO
CONFLICT; MATERIAL AGREEMENTS; CONSENTS SCHEDULE 6.1.14 - ENVIRONMENTAL
DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE
REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS
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EXHIBITS
EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) -
CERTIFICATE OF BENEFICIAL OWNERSHIP EXHIBIT 1.1(C) - COLLATERAL ASSIGNMENT
EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION
AGREEMENT EXHIBIT 1.1(M)(1) - MORTGAGE EXHIBIT 1.1(M)(2) - MORTGAGE AMENDMENT
EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE
EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) -
SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN
REQUEST EXHIBIT 2.11 - NEW LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE
CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For
Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY
COMPLIANCE CERTIFICATE
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third AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of May 21, 2018 and is made by and among HALLADOR
ENERGY COMPANY, a Colorado 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
$120,000,000 and (ii) a term loan facility to the Borrower in an aggregate
principal amount not to exceed $147,000,000 (subject to an increase pursuant to
Section 3.4 [Increase in Term Loans]). 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:
2014 Credit Agreement shall mean that certain Second Amended and Restated Credit
Agreement by and among Sunrise Coal, LLC, certain guarantors party thereto,
certain lenders party thereto and PNC, as administrative agent, dated as of
August 29, 2014, as amended.
Administrative Agent shall mean PNC Bank, National