113
10.5.2
Actual Funding
114
10.6
Notices
114
10.7
Severability
115
10.8
Governing Law
115
10.9
Prior
Understanding
115
10.10
Duration; Survival
115
10.11
Successors and Assigns
116
10.11.1
Binding Effect; Assignments by Borrower
116
10.11.2
Assignments and Participations by Banks
116
10.11.3
Non-U.S. Assignees and Participants
118
10.11.4
Assignments by Banks to Federal Reserve Banks
118
10.12
Confidentiality
119
10.12.1
General
119
10.12.2
Sharing Information With Affiliates of the Banks
119
10.13
Counterparts
120
10.14
Agent's or Bank's Consent
120
10.15
Exceptions
120
- vi -
TABLE OF CONTENTS
Section
Page
10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL
120
10.17
Certifications from Banks and Participants
121
10.17.1
Tax Withholding
121
10.17.2
USA Patriot Act
122
10.18
Requirements for
Significant Subsidiaries
122
10.18.1
Guaranties
122
10.18.2
Collateral
122
10.19
Release of Collateral;
Springing Collateral
124
10.19.1
Release of Collateral
124
10.19.2
Springing Collateral
124
10.20
Collateral Sharing
Agreement
124
- vii -
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 2.9.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 5.1.2
-
CERTAIN INFORMATION REGARDING CAPITALIZATION OF BORROWER AND ITS
SUBSIDIARIES
SCHEDULE 5.1.6
-
LITIGATION
SCHEDULE 5.1.11
-
CONSENTS AND APPROVALS
SCHEDULE 5.1.13
INSURANCE
SCHEDULE 5.1.18
-
CERTAIN DISCLOSURES REGARDING ENVIRONMENTAL MATTERS
SCHEDULE 5.1.20
-
OWNED AND LEASED REAL PROPERTY
SCHEDULE 5.1.21
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 5.1.23
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 7.2.5
-
CERTAIN AFFILIATE TRANSACTIONS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C)
-
COLLATERAL SHARING AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(2)
-
CONTINUING GUARANTY AND SURETYSHIP AGREEMENT
EXHIBIT 1.1(I)
-
INDEMNITY AGREEMENT
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT--BORROWER
EXHIBIT 1.1(P)(2)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT--GUARANTORS
EXHIBIT 1.1(P)(3)
-
PLEDGE AGREEMENT--BORROWER
EXHIBIT 1.1(P)(4)
-
PLEDGE AGREEMENT--GUARANTORS
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)
-
SECURITY AGREEMENT--BORROWER
EXHIBIT 1.1(S)(2)
-
SECURITY AGREEMENT--GUARANTORS
EXHIBIT 1.1(S)(3)
-
SWING LOAN NOTE
EXHIBIT 2.4.1
-
LOAN REQUEST
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 4.4.4
-
COMMITMENT REDUCTION NOTICE
- viii -
EXHIBIT
-
OPINION OF COUNSEL
EXHIBIT 7.1.12
-
OPINION OF LOCAL COUNSEL
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
- ix -
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of December 22, 2004 and is made by and
among ARCH COAL, INC., a Delaware corporation (the "Borrower"), the BANKS (as
hereinafter defined), CITICORP USA, INC., JPMORGAN CHASE BANK, N.A. and WACHOVIA
BANK, NATIONAL ASSOCIATION, each in its capacity as syndication agent, and FLEET
NATIONAL BANK, as documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in
its capacity as administrative agent for the Banks under this Agreement.
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$700,000,000; and
WHEREAS, the revolving credit facility shall be used for general corporate
purposes; and
WHEREAS, the Banks are willing to provide such credit upon