Common use of Fixed Charges Clause in Contracts

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash interest expense, cash income taxes, dividends and distributions (including Permitted Tax Distributions), scheduled principal installments on Indebtedness (as adjusted for prepayments), and payments under capitalized leases, in each case of the Borrowers and their Subsidiaries for such period determined and consolidated in accordance with GAAP. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which any Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts. Guarantors shall mean the Revolver Guarantors and Term Guarantors. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”) executed and delivered by each of the Term Guarantors to the Administrative Agent for the benefit of the Term Lenders. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowers. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basis, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five (45) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean Taxes other than Excluded Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrowers]. Indemnity shall mean the Indemnity Agreements in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent in connection with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six or[, so long as available from each of the Lenders, nine] Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash the Loan Parties’ (i) interest expense, cash (ii) income taxestaxes due and payable, dividends (iii) current and distributions (including Permitted Tax Distributions), other scheduled principal installments on Indebtedness (as adjusted for prepayments), (iv) capital expenditure payments or capitalized lease payments, (v) dividends and distributions payments under capitalized leasesmade by the Borrower, in each case and (vi) other mandatory prepayments of the Borrowers and their Subsidiaries Loans made in connection with any Specified Excluded Subsidiary Distributions in accordance with Section 5.7.1 [Mandatory Prepayments; Specified Excluded Subsidiary Distributions], for such period determined and consolidated in accordance with GAAP, and calculated on a Pro Forma Basis. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiaries shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors Restricted Subsidiaries and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”) executed and delivered by each of the Term Guarantors to the Administrative Agent for the benefit of the Term Lenders. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowers. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basis, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five (45) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean Taxes other than Excluded Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrowers]. Indemnity shall mean the Indemnity Agreements in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent in connection with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six or[, so long as available from each of the Lenders, nine] Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash the Loan Parties’ (i) interest expense, cash (ii) income taxestaxes due and payable, dividends (iii) current and distributions (including Permitted Tax Distributions), other scheduled principal installments on Indebtedness (as adjusted for prepayments), (iv) capital expenditure payments or capitalized lease payments, (v) dividends and distributions payments under capitalized leasesmade by the Borrower, in each case and (vi) other mandatory prepayments of the Borrowers and their Subsidiaries Loans made in connection with any Hourglass Distributions in accordance with Section 5.7.1 [Mandatory Prepayments; Hourglass Distributions], for such period determined and consolidated in accordance with GAAP, and calculated on a Pro Forma Basis. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiaries shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors Restricted Subsidiaries and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements Agreement shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”1.1(G)(2) executed and delivered by each of the Term Guarantors to the Administrative Agent for the benefit of the Term Lenders. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowers. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basis, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five (45) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean Taxes other than Excluded Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrowers]. Indemnity shall mean the Indemnity Agreements in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent in connection with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six or[, so long as available from each of the Lenders, nine] Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash interest expense, cash income taxes, dividends taxes due and distributions (including Permitted Tax Distributions), payable and scheduled principal installments on Indebtedness (as adjusted for prepayments), and payments under capitalized leases, in each case of the Borrowers Borrower and their its Subsidiaries for such period determined and consolidated in accordance with GAAP. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiaries shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors parties to this Agreement which is designated as a "Guarantor" on the signature page hereof and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements Agreement shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”1.1(G)(2) executed and delivered by each of the Term Guarantors Guarantors. Hallador shall mean Hallador Energy Company, a corporation organized and existing under the laws of the State of Colorado. Hallador Subordinated Debt shall mean Indebtedness as of the Closing Date of the Borrower to Hallador which is subordinated pursuant to the Hallador Subordination Agreement. Hallador Subordination Agreement shall mean the Hallador Subordination Agreement and Assignment of Note in substantially the form of Exhibit 1.1(H) executed by each of Hallador and the Administrative Agent for Agent. Hedge Liabilities shall mean the benefit of Interest Rate Hedge Liabilities. Increasing Lender shall have the Term Lendersmeaning assigned to that term in Section 2.11 [Increase in Commitments]. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors Incremental Loan shall guaranty have the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowersmeaning assigned to that term in Section 2.11 [Increase in Commitments]. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basisdevice, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five thirty (4530) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean Taxes other than Excluded Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrowers]. Indemnity shall mean the Indemnity Agreements in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent in connection with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six or[, so long as available from each of the Lenders, nine] Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash interest expense, cash income taxes, dividends taxes due and distributions (including Permitted Tax Distributions), payable and scheduled principal installments on Indebtedness (as adjusted for prepayments), and payments under capitalized leases, in each case of the Borrowers Borrower and their its Subsidiaries for such period determined and consolidated in accordance with GAAP. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiaries shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors parties to this Agreement which is designated as a "Guarantor" on the signature page hereof and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements Agreement shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”1.1(G)(2) executed and delivered by each of the Term Guarantors Guarantors. Hallador shall mean Hallador Energy Company, a corporation organized and existing under the laws of the State of Colorado. Hallador Subordinated Debt shall mean Indebtedness as of the Closing Date of the Borrower to Hallador which is subordinated pursuant to the Hallador Subordination Agreement. Hallador Subordination Agreement shall mean the Hallador Subordination Agreement and Assignment of Note in substantially the form of Exhibit 1.1(H) executed by each of Hallador and the Administrative Agent for Agent. Increasing Lender shall have the benefit of the Term Lenders. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowersmeaning assigned to that term in Section 2.11 [Increase in Revolving Credit Commitments]. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basisdevice, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five thirty (4530) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indebtedness for Borrowed Money shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) the unreimbursed amount of all drafts drawn under letters of credit issued for the account of such Person and the undrawn stated amount of all letters of credit issued for the account of such Person, (iv) obligations with respect to capitalized leases, or (v) any Guaranty of Indebtedness of the type described in clauses (i) through (iv) above. Indemnified Taxes shall mean Taxes (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the BorrowersBorrower]. Indemnity shall mean the Indemnity Agreements Agreement in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b1.1(I)(1) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties (other than Hallador) or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s 's creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent Borrower in connection with (and to apply to) any election permitted hereunder by the Borrowers Borrower to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one week, two weeks, or one, two, threethree or six Months, six or[, so long as available from each of selected by the Lenders, nine] MonthsBorrower. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of (i) Consolidated Interest Expense payable in cash interest expenseduring such period, cash income taxesplus (ii) all principal payments on Funded Indebtedness payable during such period, dividends and distributions plus (including Permitted Tax Distributions), scheduled principal installments on Indebtedness (as adjusted for prepayments), and iii) all rental payments under capitalized leases, in each case of the Borrowers and their Subsidiaries for leases payable during such period determined and consolidated in accordance with GAAP. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related theretoperiod. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes Foreign Subsidiary shall mean any Subsidiary that is organized under the laws of this definition, a jurisdiction other than the United States of AmericaStates, each a State thereof and or the District of Columbia Columbia. Funded Indebtedness shall be deemed mean all Indebtedness consisting of (i) borrowed money, (ii) obligations evidenced by notes, bonds, debentures or similar instruments, (iii) obligations (contingent or otherwise) under any acceptance, letter of credit or similar facilities and (iv) any Guaranty of Indebtedness of a type referred to constitute a single jurisdictionin clauses (i) through (iii) above. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each Guarantor listed on the Revolver Guarantors signature pages hereof on the Closing Date and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(11.1(G). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements Agreement shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially dated as of the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) Closing Date executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders Lenders, as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. Hazardous Materials shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. ICC shall have the Continuing Agreement of Guaranty and Suretyship meaning specified in substantially Section 11.11.1 [Governing Law]. Increased Amount Date shall have the form of Exhibit 1.1(G)(2)(b) (meaning specified in Section 2.11 [Incremental Loans]. Incremental Lender shall have the “Guaranty Agreement (Term)”) executed and delivered by each of meaning specified in Section 2.11 [Incremental Loans]. Incremental Loan Commitments shall have the meaning specified in Section 2.11 [Incremental Loans]. Incremental Loans shall have the meaning specified in Section 2.11 [Incremental Loans]. Incremental Revolving Credit Commitment shall have the meaning specified in Section 2.11 [Incremental Loans]. Incremental Revolving Credit Increase shall have the meaning specified in Section 2.11 [Incremental Loans]. Incremental Term Guarantors to Loan shall have the Administrative Agent for meaning specified in Section 2.11 [Incremental Loans]. Incremental Term Loan Commitment shall have the benefit of the Term Lenders. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term Borrowersmeaning specified in Section 2.11 [Incremental Loans]. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under obligations evidenced by notes, bonds, debentures or liabilities in respect of any note purchase or acceptance credit facilitysimilar instruments, (iii) reimbursement obligations (contingent or otherwise) under any acceptance, letter of credit agreementor similar facilities, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate or currency risk management device calculated on a net basisdevice, (v) any other transaction (including including, without limitation, forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five sixty (4560) days past due), or (vi) any Guaranty of Indebtedness of a type referred to in clauses (i) through (v) above, and (vii) all obligations of the kind referred to in clauses (i) through (vi) above secured by (or for borrowed moneywhich the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. Indemnified Taxes shall mean Taxes (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the BorrowersBorrower]. Indemnity shall mean the Environmental Indemnity Agreements in Agreement dated as of the form Closing Date as executed by the Loan Parties and delivered to the Administrative Agent for the benefit of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b) the Lenders, relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries, as amended, restated, amended and restated, modified or otherwise supplemented from time to time. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a the Subordination Agreement among the Loan Parties in [and their Subsidiaries] dated as of the form attached hereto Closing Date, as Exhibit 1.1(I)(2)the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time. Interest Period shall mean the period of time selected by the Borrowing Agent Borrower in connection with (and to apply to) any election permitted hereunder by the Borrowers Borrower to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, three or six or[, so long as available from each of the Lenders, nine] Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash interest expense, cash income taxes, dividends and distributions (including Permitted Tax Distributions), scheduled principal installments on Indebtedness (as adjusted for prepaymentswithout giving effect to any voluntary prepayments of such Indebtedness), capital expenditures (excluding Specified North Xxxxxxx Capital Expenditures) and payments under capitalized leases, in each case of the Borrowers Universal and their its Subsidiaries for such period determined and consolidated in accordance with GAAP. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which any Borrower is the Borrowers are resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors parties to this Agreement which is designated as a “Guarantor” on the signature page hereof and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof pursuant to Section 11.16 [Joinder]. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in substantially the form of Exhibit 1.1(G)(1). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreement or Guaranty Agreements shall mean mean, singularly or collectively, as the Continuing Agreement of context may require, (i) the Guaranty and Suretyship (Revolver) Agreement in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver1.1(G)(2)”) , executed and delivered by each of the Revolving Guarantors USAP Holdings to the Administrative Agent (for its benefit and for the benefit of the Revolver Lenders Lenders) and the Continuing Agreement of (ii) any other Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”) executed and delivered made by each of the Term Guarantors any Guarantor to the Administrative Agent (for its benefit and for the benefit of the Term Lenders), in form and substance satisfactory to the Administrative Agent. The Revolver Guarantors, Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.Increasing Lender shall have the meaning assigned to that term in Section 2.10(i) [Increasing Lenders and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term BorrowersNew Lenders]. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basisdevice, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five thirty (4530) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indemnified Taxes shall mean Taxes other than Excluded Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the BorrowersLoan Parties]. Indemnity shall mean the Indemnity Agreements Agreement in substantially the form of Exhibit 1.1(I)(1)(a1.1(I)(1) executed and Exhibit 1.1(I)(1)(bdelivered by the Loan Parties to the Administrative Agent (for its benefit and for the benefit of the Lenders) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party such Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in substantially the form attached hereto as Exhibit 1.1(I)(2). Interest Period shall mean the period of time selected by the Borrowing Agent Borrowers in connection with (and to apply to) any election permitted hereunder by the Borrowers to have Revolving Credit Loans or Term Loans, as applicable, Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be oneone (1), twotwo (2), three, three (3) or six or[, so long as available from each of the Lenders, nine] (6) Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any Borrower is the Borrowers are requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent is Borrowers are renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent Borrowers shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date or the Maturity Date, as applicable.

Fixed Charges. Fixed Charges shall mean for any period of determination the sum of cash the Loan Parties' (i) interest expense, cash (ii) income taxestaxes due and payable, dividends (iii) current and distributions (including Permitted Tax Distributions), other scheduled principal installments on Indebtedness (as adjusted for prepayments), (iv) capital expenditure payments or capitalized lease payments, (v) dividends and distributions payments under capitalized leasesmade by the Borrower, in each case and (vi) other mandatory prepayments of the Borrowers and their Subsidiaries Loans made in connection with any Hallador Sands Distributions in accordance with Section 5.7.1 [Mandatory Prepayments; Hallador Sands Distributions], for such period determined and consolidated in accordance with GAAP, and calculated on a Pro Forma Basis. Flood Laws shall mean all applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and other Laws related thereto. Foreign Lender shall mean any (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which any the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiaries shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles; Changes in GAAP], and applied on a consistent basis both as to classification of items and amounts. Guarantors Guarantor shall mean each of the Revolver Guarantors Restricted Subsidiaries and Term Guarantorseach other Person which joins this Agreement as a Guarantor after the date hereof. Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(11.l(G)(l). Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. Guaranty Agreements Agreement shall mean the Continuing Agreement of Guaranty and Suretyship (Revolver) in substantially the form of Exhibit 1.1(G)(2)(a) (the “Guaranty Agreement (Revolver)”) executed and delivered by each of the Revolving Guarantors to the Administrative Agent for the benefit of the Revolver Lenders and the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2)(b) (the “Guaranty Agreement (Term)”1.l(G)(2) executed and delivered by each of the Term Guarantors to the Administrative Agent for the benefit of the Term Lenders. The Revolver GuarantorsHallador Sands shall mean Hallador Sands, LLC, a Delaware limited liability company, and any successor or assign. Hallador Sands Distributions shall mean 100% of any cash distribution received by a Loan Party from Hallador Sands or any Subsidiary of Hallador Sands, except for such distributions paid with respect to tax liabilities that have accrued due to such party's ownership of Hallador Sands or a Subsidiary of Hallador Sands. Hedge Liabilities shall mean the Interest Rate Hedge Liabilities. High Point shall mean High Point Land Holdings, LLC, a Delaware limited liability company. Hourglass Sands shall mean Hourglass Sands, LLC, a Delaware limited liability company. Increasing Lender shall have the meaning assigned to that term in Section 3.4 [Increase in Term Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Term Guarantors shall guaranty the Obligations of the Revolver Borrowers. The Term Guarantors, Revolver Borrowers (other than Xxxxxxxxx Coal Company, Inc.) and Revolver Guarantors shall guaranty the Obligations of the Term BorrowersLoans]. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device calculated on a net basisdevice, (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than forty-five thirty (4530) days past due), or (vi) any Guaranty of Indebtedness for borrowed money. Indebtedness for Borrowed Money shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) the unreimbursed amount of all drafts drawn under letters of credit issued for the account of such Person and the undrawn stated amount of all letters of credit issued for the account of such Person, (iv) obligations with respect to capitalized leases, or (v) any Guaranty of Indebtedness of the type described in clauses (i) through (iv) above. Indemnified Taxes shall mean Taxes (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes. Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the BorrowersBorrower]. Indemnity shall mean the Indemnity Agreements Agreement in the form of Exhibit 1.1(I)(1)(a) and Exhibit 1.1(I)(1)(b1.l(I)(l) relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries. Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, . Initial Term Loans shall have the meaning ascribed to such term in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidentialSection 3.4(i)(e) herein. Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s 's creditors generally or any substantial portion of its creditors; undertaken under any Law. Intercompany Subordination Agreement shall mean a Subordination Agreement among the Loan Parties in the form attached hereto as Exhibit 1.1(I)(21.10)(2). Interest Period shall mean the period of time selected by the Borrowing Agent Borrower in connection with (and to apply to) any election permitted hereunder by the Borrowers Borrower to have Revolving Credit Loans or Term Loans, as applicable, bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, threethree or six Months, six or[, so long as available from each of selected by the Lenders, nine] MonthsBorrower. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if any the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrowing Agent Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowing Agent Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date or Maturity Date. Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantor and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness. Interest Rate Hedge Liabilities shall have the meaning ascribed to such term in the definition of Lender Provided Interest Rate Hedge. Interest Rate Option shall mean any LIBOR Rate Option or Base Rate Option. IRS shall mean the United States Internal Revenue Service. ISP98 shall have the meaning specified in Section 11.11. I [Governing Law].