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DOCUMENT TITLE:  100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among .
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Clause Heading
2.1.1 - Revolving Credit Loans.
2.1.2 - Swing Loan Commitment.
2.2 - Nature of Lenders Obligations with Respect to Revolving Credit Loans.
2.3 - Commitment Fees.
2.5.1 - Revolving Credit Loan Requests.
2.5.2 - Swing Loan Requests.
2.6.1 - Making Revolving Credit Loans.
2.6.2 - Presumptions by the Administrative Agent.
2.6.3 - Making Swing Loans.
2.6.4 - Repayment of Revolving Credit Loans.
2.6.5 - Borrowings to Repay Swing Loans.
2.7 - Notes.
2.8 - Use of Proceeds.
2.9.1 - Issuance of Letters of Credit.
2.9.2 - Letter of Credit Fees.
2.9.3 - Disbursements, Reimbursement.
2.9.4 - Repayment of Participation Advances.
2.9.5 - Documentation.
2.9.6 - Determinations to Honor Drawing Requests.
2.9.7 - Nature of Participation and Reimbursement Obligations.
2.9.8 - Indemnity.
2.9.9 - Liability for Acts and Omissions.
2.9.10 - Issuing Lender Reporting Requirements.
2.10 - Reduction of Revolving Credit Commitment.
2.11.1 - Increasing Lenders and New Lenders.
(i) - No Obligation to Increase.
(ii) - Defaults.
(iii) - Aggregate Revolving Credit Commitments.
(iv) - Resolutions; Opinion.
(v) - Notes.
(vi) - Approval of New Lenders.
(vii) - Increasing Lenders.
(viii) - New LendersJoinder.
(i) - Repayment of Outstanding Loans; Borrowing of New Loans.
(ii) - Outstanding Letters of Credit.
4.1 - Interest Rate Options.
4.1.1 - Revolving Credit Interest Rate Options; Swing Line Interest Rate.
(i) - Revolving Credit Base Rate Option:
(ii) - Revolving Credit LIBOR Rate Option:
4.1.2 - Rate Quotations.
4.2 - Interest Periods.
4.2.1 - Amount of Borrowing Tranche.
4.2.2 - Renewals.
4.3 - Interest After Default.
4.3.1 - Letter of Credit Fees, Interest Rate.
4.3.2 - Other Obligations.
4.3.3 - Acknowledgment.
4.4.1 - Unascertainable.
4.4.2 - Illegality; Increased Costs; Deposits Not Available.
4.4.3 - Administrative Agents and Lenders Rights.
4.5 - Selection of Interest Rate Options.
5.1 - Payments.
5.2 - Pro Rata Treatment of Lenders.
5.3 - Sharing of Payments by Lenders.
5.4 - Presumptions by Administrative Agent.
5.5 - Interest Payment Dates.
5.6.1 - Right to Prepay.
5.6.2 - Replacement of a Lender.
5.8.1 - Increased Costs Generally.
5.8.2 - Capital Requirements.
5.8.3 - Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans.
5.8.4 - Delay in Requests.
5.9.1 - Payments Free of Taxes.
5.9.2 - Payment of Other Taxes by the Borrower.
5.9.3 - Indemnification by the Borrower.
5.9.4 - Evidence of Payments.
5.9.5 - Status of Lenders.
5.10 - Indemnity.
5.11 - Settlement Date Procedures.
6.1 - Representations and Warranties.
6.1.1 - Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default.
6.1.2 - Subsidiaries and Owners; Investment Companies.
6.1.3 - Validity and Binding Effect.
6.1.4 - No Conflict; Material Contracts; Consents.
6.1.5 - Litigation.
(i) - Historical Statements.
(ii) - Accuracy of Financial Statements.
6.1.7 - Margin Stock.
6.1.8 - Full Disclosure.
6.1.9 - Taxes.
6.1.10 - Patents, Trademarks, Copyrights, Licenses, Etc.
6.1.11 - Employment Matters.
6.1.12 - Insurance.
6.1.13 - ERISA Compliance.
(v) - No Pension Plan has any Unfunded Pension Liability.
6.1.14 - Environmental Matters.
6.1.15 - Title to Property.
6.1.16 - Solvency.
6.1.17 - Coal Act; Black Lung Act.
6.1.18 - Bonding Capacity.
6.1.19 - Permit Blockage.
6.2 - Updates to Schedules.
7 - CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
7.1.1 - Deliveries.
7.1.2 - Payment of Fees.
7.2 - Each Loan or Letter of Credit.
8 - COVENANTS
8.1.1 - Preservation of Existence, Etc.
8.1.2 - Payment of Liabilities, Including Taxes, Etc.
8.1.3 - Maintenance of Insurance.
8.1.4 - Maintenance of Properties and Leases.
8.1.5 - Visitation Rights.
8.1.6 - Keeping of Records and Books of Account.
8.1.7 - Compliance with Laws; Use of Proceeds.
8.1.8 - Anti-Terrorism Laws.
8.1.9 - Maintenance of Material Contracts.
8.1.10 - Maintenance of Licenses, Etc.
8.1.11 - Maintenance of Permits.
8.2.1 - Indebtedness.
(A) - Indebtedness under the Loan Documents;
(B) - Indebtedness owing to the Borrower or to a Wholly-Owned Consolidated Subsidiary; and
8.2.2 - Liens, Etc.
(i) - Permitted Liens;
8.2.3 - Guaranties.
8.2.4 - Loans and Investments.
(iii) - Permitted Investments;
8.2.5 - Dividends and Related Distributions.
(i) - Restricted Payments payable by any Subsidiary of the Borrower to the Borrower;
8.2.6 - Liquidations, Mergers, Consolidations, Acquisitions.
8.2.7 - Dispositions of Assets or Subsidiaries.
8.2.8 - Affiliate Transactions.
8.2.9 - Subsidiaries, Partnerships and Joint Ventures.
8.2.10 - Continuation of or Change in Business.
8.2.11 - Fiscal Year.
8.2.12 - Issuance of Stock.
8.2.13 - Changes in Organizational Documents.
8.2.14 - Negative Pledges.
8.2.15 - Amendments to Senior Note Purchase Agreements.
8.2.16 - Maximum Debt/EBITDA Ratio.
8.2.17 - Minimum Interest Coverage Ratio.
8.3 - Reporting Requirements.
8.3.1 - Quarterly Financial Statements.
8.3.2 - Annual Financial Statements.
8.3.3 - Certificate of the Borrower.
8.3.4 - Notices.
(i) - Annual Budget.
(ii) - SEC Reports; Shareholder Communications.
(iii) - Other Information.
9.1 - Events of Default.
9.1.1 - Payments Under Loan Documents.
9.1.2 - Breach of Warranty.
9.1.3 - Breach of Negative Covenants or Visitation Rights.
9.1.4 - Breach of Other Covenants.
9.1.5 - Defaults in Other Agreements or Indebtedness.
9.1.6 - Final Judgments or Orders.
9.1.7 - Loan Document Unenforceable.
9.1.9 - Events Relating to Plans and Benefit Arrangements.
9.1.10 - Change in Control.
9.1.11 - Relief Proceedings.
9.2.1 - Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.
9.2.2 - Bankruptcy, Insolvency or Reorganization Proceedings.
9.2.3 - Set-off.
9.2.4 - Application of Proceeds.
10.1 - Appointment and Authority.
10.2 - Rights as a Lender.
10.3 - Exculpatory Provisions.
10.4 - Reliance by Administrative Agent.
10.5 - Delegation of Duties.
10.6 - Resignation of Administrative Agent.
10.7 - Non-Reliance on Administrative Agent and Other Lenders.
10.8 - No Other Duties, etc.
10.9 - Administrative Agents Fee.
10.10 - No Reliance on Administrative Agents Customer Identification Program.
11.1 - Modifications, Amendments or Waivers.
11.1.1 - Increase of Commitment.
11.1.2 - Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.
11.1.3 - Miscellaneous.
11.2 - No Implied Waivers; Cumulative Remedies.
11.3.1 - Costs and Expenses.
11.3.2 - Indemnification by the Borrower.
11.3.3 - Reimbursement by Lenders.
11.3.4 - Waiver of Consequential Damages, Etc.
11.3.5 - Payments.
11.4 - Holidays.
11.5.1 - Notices Generally.
11.5.2 - Electronic Communications.
11.5.3 - Change of Address, Etc.
11.6 - Severability.
11.7 - Duration; Survival.
11.8.1 - Successors and Assigns Generally.
11.8.2 - Assignments by Lenders.
(i) - Minimum Amounts.
(ii) - Proportionate Amounts.
(iii) - Required Consents.
(iv) - Assignment and Assumption Agreement.
(v) - No Assignment to Borrower.
(vi) - No Assignment to Natural Persons.
11.8.3 - Register.
11.8.4 - Participations.
11.8.5 - Limitations upon Participant Rights Successors and Assigns Generally.
11.8.6 - Certain Pledges; Successors and Assigns Generally.
11.9.1 - General.
11.9.2 - Sharing Information With Affiliates of the Lenders.
11.10.1 - Counterparts; Integration; Effectiveness.
11.11.1 - Governing Law.
11.11.2 - SUBMISSION TO JURISDICTION.
11.11.3 - WAIVER OF VENUE.
11.11.4 - SERVICE OF PROCESS.
11.11.5 - WAIVER OF JURY TRIAL.
11.12 - USA Patriot Act Notice.