[Execution Version]

EXHIBIT 10.1

CREDIT AGREEMENT

among

HALLADOR ENERGY COMPANY,
as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

TEXAS CAPITAL BANK,
as Administrative Agent and Swingline Lender

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and

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TEXAS CAPITAL BANK

and

OLD NATIONAL BANK,

as L/C Issuers

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TCBI SECURITIES, INC.

and

OLD NATIONAL BANK,
as Joint Lead Arrangers and Joint Bookrunners



Dated as of March 5, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS‌1

ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONS‌52

ARTICLE 3. TAXES, YIELD PROTECTION AND INDEMNITY‌83

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ARTICLE 4. CONDITIONS PRECEDENT‌93

ARTICLE 5. REPRESENTATIONS AND WARRANTIES‌99

ARTICLE 6. AFFIRMATIVE COVENANTS‌106

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ARTICLE 7. NEGATIVE COVENANTS‌115

ARTICLE 8. FINANCIAL COVENANTS‌126

ARTICLE 9. DEFAULT‌127

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ARTICLE 10. AGENCY‌132

ARTICLE 11. MISCELLANEOUS‌146

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 5, 2026, is among HALLADOR ENERGY COMPANY, a Colorado corporation (“Borrower”), the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), TEXAS CAPITAL BANK, as Administrative Agent, Swingline Lender and L/C Issuer, and each other L/C Issuer from time to time party hereto.

RECITALS

Borrower has requested that the Lenders extend credit to Borrower as described in this Agreement.  The Lenders are willing to make such credit available to Borrower upon and subject to the provisions, terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

“Acceptable PPA” means any power purchase agreement entered into by Hallador Power Company after the Closing Date and prior to the DDTL Expiration Date with a counterparty (any such counterparty, a “PPA Counterparty”), which, either on its own or collectively with one or more additional power purchase agreements, contains a minimum term and other terms and scope reasonably acceptable to the Administrative Agent in its reasonable discretion and confirmed or denied as such in writing by the Administrative Agent (such written confirmation or denial not to be unreasonably withheld or delayed) to Borrower; provided, that for the avoidance of doubt, (i) neither the Citadel ISDA nor the Trafigura ISDA shall constitute an Acceptable PPA and (ii) no agreement shall be deemed to be an Acceptable PPA until confirmed in writing by the Administrative Agent.

“Acceptable PPA Date” means the first date on which (i) an Acceptable PPA has been entered into and is in full force and effect, which in the case of an Acceptable PPA comprising multiple power purchase agreements shall be the date on which the last of such power purchase agreements has been entered into and all such power purchase agreements are in full force and effect, (ii) the Administrative Agent has received a certificate of Borrower executed by a Responsible Officer certifying and attaching a true and complete copy of such power purchase agreement(s) entered into after the Closing Date between Hallador Power and a PPA Counterparty that is or are in full force and effect as of such date and (iii) Borrower has received written notice from the Administrative Agent confirming that such power purchase agreement(s) is or are an Acceptable PPA.

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“Account” means an account, as defined in the UCC.

“Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Administrative Agent, which grants Administrative Agent “control” (within the meaning of Section 8-106 or Section 9-104 of the UCC, as applicable, in the applicable jurisdiction) over any Deposit Account, Securities Account or Commodity Account maintained by any Loan Party, in each case, among Administrative Agent, the applicable Loan Party and the applicable financial institution at which such Deposit Account, Securities Account or Commodity Account is maintained.

“Acquisition” means the acquisition by any Person of (a) all of the Equity Interests of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a business unit or line of business of another Person, in each case (i) whether or not involving a merger or consolidation with such other Person and (ii) whether in one (1) transaction or a series of related transactions.

“Acquisition Consideration” means the consideration given by any Loan Party or any of its Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, Property (excluding Equity Interests of a Loan Party) or services given, plus (b) the amount of any Debt assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such Acquisition by a Loan Party or any of its Subsidiaries.

“Administrative Agent” means Texas Capital Bank, in its capacity as administrative agent under any of the Loan Documents, until the appointment of a successor administrative agent pursuant to the terms of this Agreement and, thereafter, shall mean such successor administrative agent.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person, any other Person (a) that directly or indirectly, through one (1) or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person; (b) that directly or indirectly beneficially owns or holds 10% or more of any class of voting Equity Interests of such Person; or (c) 10% or more of the voting Equity Interests of which is directly or indirectly beneficially owned or held by such Person.

“Agent Parties” means, collectively, Administrative Agent and its Related Parties.

“Agreement” has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached hereto.

“All-In Yield” means, as to any Debt, the effective all-in yield applicable thereto as reasonably determined by the Administrative Agent in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account: (a) interest rate margins, (b) original issue discount (“OID”) and upfront or similar fees (which shall be deemed to

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constitute like amounts of OID) payable by the Borrower or any of its Subsidiaries or Affiliates to the lenders under, or holders of, such Debt in the initial primary syndication thereof (with OID and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the stated weighted average life to maturity at the time of its incurrence of the applicable Debt)), and (c) any interest rate floor, but excluding (i) any arrangement, commitment, structuring, agency or underwriting fees that are not paid to or shared with all relevant lenders generally in connection with the commitment or syndication of such Debt, (ii) any ticking, unused line or similar fees or (iii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably in the primary syndication of such Debt; provided that (A) to the extent that any interest rate specified for such Debt that is subject to a floor (in each case, without giving effect to any such floor on the date on which the All-In Yield is being calculated) is less than such floor, the amount of such difference will be deemed added to the interest rate margin applicable to such Debt for purposes of calculating the All-In Yield and (B) to the extent that any interest rate specified for such Debt that is subject to a floor (in each case, without giving effect to any such floor on the date on which the All-In Yield is being calculated) is equal to or greater than such floor, the floor will be disregarded in calculating the All-In Yield.

“Anti-Corruption Laws” means all state or federal Laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or any of their Affiliates from time to time concerning or relating to bribery or corruption, including the FCPA and the Bank Secrecy Act, and other similar anti-corruption legislation in other jurisdictions.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.19.

“Applicable Margin” means the applicable percentages per annum set forth below, based upon the Total Leverage Ratio, as set forth in the most recent Compliance Certificate received by Administrative Agent pursuant to Section 6.1(c):

Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.1(c); provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin from the Closing Date through the date a Compliance Certificate is delivered pursuant to Section 6.1(c) in respect of the first full fiscal quarter of Borrower ending after the Closing Date shall be determined based upon Pricing Level 2.

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If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower, Administrative Agent, or the Required Lenders determine that (i) the Total Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such period, Borrower shall (A) promptly (but in no event more than two (2) Business Days following such determination) deliver to Administrative Agent a corrected Compliance Certificate as of the applicable date and (B) retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders and/or L/C Issuer, as the case may be, promptly on (but in no event more than two (2) Business Days following) demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  This paragraph shall not limit the rights of Administrative Agent, any Lender or L/C Issuer, as the case may be, including the rights available under Article 2 or under Article 9.  Borrower’s obligations under this paragraph shall survive the termination of the Commitments and Payment in Full.

“Applicable Percentage” means (a) in respect of the Delayed Draw Term Loan Facility, with respect to any Delayed Draw Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Delayed Draw Term Loan Commitments represented by such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment at such time (or, at any time after the Delayed Draw Term Loan Funding Date, the Outstanding Amount of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loans at such time), (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time and (c) in respect of any Incremental Term Loan Facility, with respect to any Incremental Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Incremental Term Loan Commitments represented by such Incremental Term Loan Lender’s Incremental Term Loan Commitment at such time (or, at any time after the applicable Incremental Commitment Effective Date, the Outstanding Amount of such Incremental Term Loan Lender’s Incremental Term Loans at such time); provided that if the Revolving Credit Commitments have been terminated pursuant to the terms hereof, then the Applicable Percentage of each Revolving Credit Lender shall be determined based upon the Applicable Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Applicable Rate” means (a) in the case of a Base Rate Loan, the Base Rate plus the Applicable Margin; and (b) in the case of a Term SOFR Loan, Term SOFR plus the Applicable Margin.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“Arranger” means, collectively, TCBI Securities, Inc. and Old National Bank, in each case, in its capacity as joint lead arranger and joint book runner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.8), and accepted by Administrative Agent, in substantially the form of Exhibit A or any other form approved by Administrative Agent.

“Authorized Party” has the meaning set forth in Section 11.11(d)(iii).

“Auto-Extension Letter of Credit” means a Letter of Credit that has automatic extension provisions.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.3(b)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product Agreements” means those certain agreements entered into from time to time between any Loan Party or any of its Subsidiaries and a Bank Product Provider in connection with any of the Bank Products, including without limitation, Hedge Agreements.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Loan Party or any of its Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party or such Subsidiary is obligated to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Loan Party or such Subsidiaries pursuant to the Bank Product Agreements.  For the avoidance of doubt, the Bank Product Obligations arising under any Hedge Agreement shall be determined by the Hedge Termination Value thereof.

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“Bank Product Provider” means (i) with respect to Bank Products of the types described in clause (a), clause (b) and clause (c) of the definition thereof, any Person that is a party to a Bank Product Agreement in respect of any such Bank Products with, or provides any such Bank Products to, any Loan Party that entered into such Bank Product Agreement or provided such Bank Product before or while such Person was a Lender or an Affiliate of a Lender and (ii) any Person that is a party to a Hedge Agreement with any Loan Party that entered into such Hedge Agreement before or while such Person was a Lender or an Affiliate of a Lender, whether or not, solely in the case of this clause (ii), such Person at any time ceases to be a Lender or an Affiliate of a Lender, as the case may be.

“Bank Products” means any service provided to, facility extended to, or transaction entered into with, any Loan Party by any Bank Product Provider consisting of (a) Deposit Accounts, (b) cash management services, including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements maintained with any Bank Product Provider, (c) debit cards, stored value cards, and credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)) and debit card and credit card processing services or (d) Hedge Agreements.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (a) the Prime Rate for such day; (b) the sum of the Federal Funds Rate for such day plus one half of one percent (0.50%); and (c) the Term SOFR plus one percent (1.00%); provided, however, if the Base Rate as determined pursuant to the foregoing shall be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

“Base Rate Borrowing” means, as to any Borrowing, the Base Rate Loans comprising such Borrowing.

“Base Rate Loan” means a Loan bearing interest based on the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.3(b)(i).

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“Benchmark Rate Borrowing” means, as to any Borrowing, the Benchmark Rate Loans comprising such Borrowing.

“Benchmark Rate Loan” means a Loan bearing interest based on the then existing Benchmark (initially, Term SOFR).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, if any, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b).

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“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.

“Benefit Plan” means any (a) “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Black Lung Act” means, collectively, the Black Lung Benefits Revenue Act of 1977, as amended and the Black Lung Benefits Reform Act of 1977, as amended.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the Person identified as such in the introductory paragraph hereto, and its successors and assigns to the extent permitted by Section 11.8.

“Borrower Materials” has the meaning set forth in Section 11.11(e).

“Borrowing” means (a) a Revolving Credit Borrowing or a Term Loan Borrowing, as the context may require or (b) a borrowing of Swingline Loans pursuant to Section 2.9.

“Borrowing Request” means a Revolving Credit Borrowing Request or a Term Loan Borrowing Request, as applicable.

“Business Day” means for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by Law to be closed; provided that, in addition to the foregoing, in relation to Loans referencing Term SOFR and any interest rate settings, fundings, disbursements, settlements, payments, or any other dealings of, any Loans referencing Term SOFR, any such day shall only be a “Business Day” if such day is also a U.S. Government Securities Business Day.  Unless otherwise provided, the term “days” when used herein means calendar days.

“Capital Expenditure” means, with respect to any Person, any expenditure by such Person for (a) an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real Property, a fixed asset or a similar type of capitalized asset in accordance with GAAP or (b) an asset relating to or acquired in connection with an acquired business, and any and all acquisition costs related to clause (a) or (b) above.

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“Capitalized Lease Obligation” means, with respect to any Person, the amount of Debt under a lease of Property by such Person that would be shown as a liability on a balance sheet of such Person prepared for financial reporting purposes in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of one or more of L/C Issuer or the Revolving Credit Lenders, as collateral for L/C Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if Administrative Agent and L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Administrative Agent and L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means assets described in clauses (b), (c), (d), (e) and (f) of Section 7.5.

“Casualty Event” means any Event of Damage or Condemnation.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, implemented, adopted or issued.

“Change of Control” means an event or series of events by which:

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“Citadel” means Citadel Energy Marketing LLC and its successors and assigns.

“Citadel ISDA” means that certain ISDA 1992 Master Agreement dated as of June 27, 2024, among Citadel, Borrower and Hallador Power Company, together with any and all confirmations and transactions thereunder and exhibits, annexes, and schedules thereto, in each case, as in effect on the Closing Date and as may be modified in accordance with the terms of this Agreement, and any and all confirmations and transactions thereunder, and any and all exhibits, annexes, and schedules thereto, in each case, entered into after the Closing Date in accordance with the terms of this Agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, Swingline Loans or Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with Section 11.10.

“Coal Act” means the Coal Industry Retiree Health Benefits Act of 1992, as amended.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means, collectively, all of the Property of Borrower and the other Loan Parties in which Liens are granted and/or purported to be granted pursuant to the Security Documents to secure the Obligations or any part thereof.

“Collateral Access Agreement” means a landlord waiver, mortgagee waiver, bailee letter or similar acknowledgment of any lessor, warehouseman, processor or other Person in form and substance reasonably satisfactory to Administrative Agent.

“Collateral Assignment” means the Collateral Assignment of Contract Rights, dated as of the Closing Date, by the Loan Parties to the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to Administrative Agent.

“Commitment” means a Term Loan Commitment, Incremental Term Loan Commitment or a Revolving Credit Commitment, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.3(c).

“Commodity Account” shall have the meaning set forth in Article 9 of the UCC.

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“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, any Lender, or L/C Issuer by means of electronic communications pursuant to Section 11.11(d), including through the Platform.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit B, or in any other form agreed to by Borrower and Administrative Agent, prepared by and certified by a Responsible Officer of Borrower.

“Condemnation” means any compulsory transfer or taking by condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any material portion of the Property of the Loan Parties on a consolidated basis by any Governmental Authority having jurisdiction.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with Term SOFR or any Benchmark Replacement, as applicable, any technical, administrative or operational changes (including changes to the definitions of “Base Rate”, “Business Day”, “Interest Period” (or any similar or analogous definition), “U.S. Government Securities Business Day”, or the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent Documents” means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership or certificate of formation, as applicable, and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization, operating agreement, regulations and/or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning set forth in Section 11.29.

“Credit Extension” means each of (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Support Event” means the occurrence of any event or condition that requires the Borrower or its Restricted Subsidiaries to provide a pari passu or senior Lien on any of their Property (or any other Lien not permitted under Section 7.2) to (a) Citadel as credit support for the obligations of the Borrower or any of its Subsidiaries under the Citadel ISDA or (b) Trafigura as credit support for the obligations of the Borrower or any of its Subsidiaries under the Trafigura ISDA.

“Cure Amount” has the meaning set forth in Section 9.4.

“Cure Right” has the meaning set forth in Section 9.4.

“DDTL Expiration Date” means December 31, 2026.

“Debt” means, of any Person as of any date of determination (without duplication):  (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable and accrued expenses of such Person arising in the ordinary course of business that are not past due by more than one hundred twenty (120) days unless being contested in good faith by appropriate proceedings diligently conducted and reserves for the payment of which are maintained in accordance with GAAP; (d) all Capitalized Lease Obligations of such Person; (e) all Debt of others Guaranteed by such Person; (f) all Debt secured by a Lien existing on Property owned by such Person (the amount of such indebtedness being deemed to be the lesser of the fair market value of such Property or the principal amount of such Debt), whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such Person; (g) any other financial accommodations which in accordance with GAAP would be shown as a liability on the balance sheet of such Person; (h) any repurchase obligation or liability of a Person with respect to Accounts, chattel paper or notes receivable sold by such Person; (i) any liability under a sale and leaseback transaction that is not a Capitalized Lease Obligation; (j) any obligation under any so called “synthetic leases”; (k) all payment and reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments; (l) all liabilities of such Person in respect of unfunded vested benefits under any Plan; (m) all net Hedge Obligations of such Person, valued at the Hedge Termination Value thereof; and (n) all obligations of such Person in respect of Disqualified Equity Interests or

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forward sale or purchase agreements; provided that obligations of such Person under any Prepaid Forward Power Sales Contract, including, without limitation, the Citadel ISDA and the Trafigura ISDA, shall not constitute Debt, to the extent such obligations would not otherwise constitute Debt pursuant to this definition.

For all purposes, the Debt of any Person shall include the portion of the Debt of any partnership or joint venture that is recourse to such Person, whether expressly or by operation of law, (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

“Debtor Relief Laws” means the Bankruptcy Code, or any other applicable Law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, assignment for the benefit of creditors, moratorium, arrangement or composition, extension or adjustment of debts, or similar Laws affecting the rights of creditors.

“Debtor Relief Plan” means a plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws.

“Default” means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

“Default Interest Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin applicable to a Base Rate Loan plus (iii) two percent (2%) per annum; provided, however, that with respect to a Benchmark Rate Loan, the Default Interest Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin applicable to Letter of Credit Fees plus two percent (2%) per annum; provided, however, in no event shall the Default Interest Rate exceed the Maximum Rate.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 11.21(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to Administrative Agent, L/C Issuer, Swingline Lender or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower, Administrative Agent, Swingline Lender or L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had

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appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 11.21(b)) upon delivery of written notice of such determination to Borrower and each Lender.

“Delayed Draw Term Loan” means an advance made by any Delayed Draw Term Loan Lender to the Borrower under Section 2.1(b)(i).

“Delayed Draw Term Loan Availability Period” means the period commencing on the date after the Closing Date and ending on the earlier of (a) the DDTL Expiration Date and (b) the first date on which the Delayed Draw Term Loan Commitments have been terminated and/or reduced to $0.

“Delayed Draw Term Loan Commitment” means with respect to each Delayed Draw Term Loan Lender, the commitment of such Delayed Draw Term Loan Lender to make a Delayed Draw Term Loan on the Delayed Draw Term Loan Funding Date pursuant to Section 2.1(b)(i) in the amount of such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment set forth on Schedule 2.1 or in an Assignment and Assumption.

“Delayed Draw Term Loan Facility” means the delayed draw term loan facility comprised of the Delayed Draw Term Loan Commitments and the Delayed Draw Term Loans, if any, made pursuant to Section 2.1(b)(i).

“Delayed Draw Term Loan Funding Date” means the date during the Delayed Draw Term Loan Availability Period on which Delayed Draw Term Loans are made in a single draw in an amount up to the Delayed Draw Term Loan Commitments and all the conditions precedent in Section 4.2 and Section 4.3 are satisfied or waived in accordance with Section 11.10.

“Delayed Draw Term Loan Lenders” means the Persons listed on Schedule 2.1 holding a Delayed Draw Term Loan Commitment or Delayed Draw Term Loans and any other Person that shall have become party hereto holding a Delayed Draw Term Loan Commitment or Delayed Draw Term Loans pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto holding a Delayed Draw Term Loan Commitment or Delayed Draw Term Loans pursuant to an Assignment and Assumption.

“Deposit Account” shall have the meaning set forth in Article 9 of the UCC.

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“Disposition” means any sale, lease, sub-lease, license, transfer, assignment, conveyance, release, loss or other disposition, or the entry into any contract the performance of which would result in any of the foregoing, of any interest in Property, or of any interest in a Subsidiary that owns Property, in any transaction or event or series of transactions or events (including pursuant to a division), and “Dispose” has the correlative meaning thereto.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or any Subsidiary of a Loan Party or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by any Loan Party or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Institution” means, on any date, any Person designated by Borrower as a “Disqualified Institution” by written notice delivered to Administrative Agent on or prior to the Closing Date; provided that “Disqualified Institutions” shall exclude any Person that Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to Administrative Agent from time to time.

“Dollars” and “$” mean lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any political subdivision of the U.S.

“DQ List” has the meaning set forth in Section 11.8(g).

“EBITDA” means, for Borrower for any Test Period, an amount, determined on a consolidated basis for Borrower and its Restricted Subsidiaries, equal to (a) Net Income plus (b) without duplication, the sum of the following to the extent deducted in the calculation of Net Income: (i) interest expense; (ii) income Taxes; (iii) depreciation; (iv) depletion; (v) amortization; (vi) unusual and non-recurring losses determined in accordance with GAAP; (vii) other non-recurring expenses reducing such Net Income which do not represent a cash item in such Test Period or any future period; (viii) losses on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions; and (ix) reasonable cash transaction costs and expenses incurred in connection with the Transactions and the administration (including in connection with any waiver, amendment, supplementation or other

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modification of the Loan Documents) of the Loans in an amount not to exceed 15% of EBITDA (prior to giving effect to such add-back) in the aggregate during any Test Period, minus (c) without duplication, the sum of the following to the extent included in the calculation of Net Income:  (i) income Tax credits; (ii) extraordinary gains determined in accordance with GAAP; (iii) gains on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions; (iv) all non-cash items increasing Net Income, excluding non-cash items under any Prepaid Forward Power Sales Contract; and (v) any cash payments made during such period in respect of non-cash charges described in clause (b)(vii) taken in a prior period.  For purposes of calculating EBITDA for any Test Period, if during such Test Period any Loan Party shall have consummated a Material Acquisition or a Material Disposition, EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition, as the case may be, occurred on the first day of such Test Period; provided that all such pro forma calculations shall be reasonably satisfactory to the Administrative Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)).

“Environmental Laws” means any and all federal, state, and local Laws, regulations, judicial decisions, orders, decrees, rules, permits, licenses, and other governmental restrictions and requirements pertaining to human health and safety with respect to exposure to Hazardous Materials, or protection of the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Emergency Planning and

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Community Right-to-Know Act, 42 U.S.C. §11001 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §2701 et seq., the Safe Drinking Water Act, 42 U.S.C. §300f et seq., the Occupational Safety and Health Act, 29 U.S.C. §651 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq., the Endangered Species Act, 16 U.S.C. §1531 et seq., the National Environmental Policy Act, 42 U.S.C. §4321 et seq., the Rivers and Harbors Appropriation Act of 1899, 33 U.S.C. §407, all similar state statutes and local ordinances, and all regulations promulgated under any of those statutes, and all applicable administrative and judicial actions pursuant to such legislation, all as amended from time to time.

“Environmental Liabilities” means, as to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, permit, order or agreement with any Governmental Authority or other Person, arising under Environmental Law or the Release or threatened Release of a Hazardous Material into the environment, resulting from the actions of such Person.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERAS Application” means the application Hallador Power Company submitted on November 3, 2025 to MISO’s Expedited Resource Addition Study (ERAS) program, and which was accepted for review by MISO on or about December 22, 2025, seeking MISO’s approval to obtain an interconnection that would allow Borrower to, directly or indirectly, add the ERAS Facility to the Merom Generating Station, as such application is modified or amended from time to time.

“ERAS Facility” means the natural gas-fired generation facility with aggregate nameplate capacity of up to 515 MW that Hallador Power Company is seeking approval from MISO to construct and develop in Indiana at the Merom Generating Station pursuant to the ERAS Application.

“ERAS SPV” means one or more special purpose vehicles to be formed after the Closing Date to directly own and operate the ERAS Facility; provided that each such ERAS SPV shall be (a) a Domestic Subsidiary, (b) directly or indirectly Wholly-Owned by Borrower and (c) promptly (and in any event within five (5) Business Days) of its formation, designated in writing by the Borrower to the Administrative Agent as an “ERAS SPV” under and as defined in this Agreement.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any corporation or trade or business (whether or not incorporated) which is a member of the same controlled group (within the meaning of Section 414(b) of the Code) as a Loan Party, is under common control (within the meaning of Section 414(c) of the Code) with a Loan Party, or is otherwise considered a single employer with a Loan Party pursuant to Section 414(m) or (o) of the Code, for purposes of the provisions relating to Section 412 of the Code or Section 303 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) the incurrence by any Loan Party or any ERISA Affiliate of any liability pursuant to Section 4063 or 4064 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA), or a cessation of operations of any such Person with respect to a Plan, which is treated as a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, or the receipt of a notification by, or on behalf of, the plan sponsor that a Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Title IV of ERISA), (d) the filing of a notice of intent to terminate a Plan, or the treatment of a Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e)the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (f)  any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (g) the imposition or incurrence of any liability to the PBGC under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, (h) the failure of any Loan Party or ERISA Affiliate to meet any requirement or obligation under the Pension Funding Rules, or the filing by any such Person of an application for the waiver of the minimum funding standards under the Pension Funding Rules, with respect to any Plan or Multiemployer Plan, or (i) a Plan becomes subject to the at-risk requirements in Section 303 of ERISA or Section 430 of the Code, or a Multiemployer Plan is determined to be in “endangered status” or “critical status” under Section 305 of ERISA or Section 432 of the Code.

“Erroneous Payment” has the meaning set forth in Section 10.15(a).

“Erroneous Payment Deficiency Assignment” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Impacted Class” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Return Deficiency” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Subrogation Rights” has the meaning set forth in Section 10.15(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Damage” means any event of damage, destruction or casualty (other than a Condemnation) to a material portion of the Property of the Loan Parties on a consolidated basis.

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“Event of Default” has the meaning set forth in Section 9.1.

“Excluded  Account” means any Deposit Account (i) which is used solely for making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation in the ordinary course of business or pursuant to applicable legal requirements, (ii) which is used solely for paying or remitting taxes, including sales taxes, (iii) which is used solely as a zero-balance disbursement account through which disbursements are made and settled on a daily basis with no uninvested balance remaining overnight, (iv) which is subject to a Lien pursuant to Section 7.2(n) or (o) or (v) the aggregate average daily balance in which (in each case determined for the most recently completed calendar month) does not at any time exceed $250,000; provided that the average daily balance in all Deposit Accounts referred to in this clause (v) shall not exceed $2,500,000.

“Excluded Collateral” means:

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Notwithstanding anything to the contrary set forth herein, in no event shall any direct or indirect right, title or interest in the Merom Generating Station, any mining complexes or surface mines (including, without limitation, the mining complexes Oaktown 1 and 2 underground mines, Prosperity surface mine, Freelandville surface mine and Carlisle wash plant), any coal leases that constitute Material Real Property, any Material Intellectual Property or any Acceptable PPA constitute Excluded Collateral.

“Excluded Subsidiaries” means (a) Hallador Sands, (b) Hourglass Sands, LLC, a Delaware limited liability company, (c) Sunrise Energy, LLC, an Indiana limited liability company, (d) Oaktown Gas, LLC, an Indiana limited liability company, (e) any ERAS SPV and (f) any Subsidiary of an Excluded Subsidiary, and “Excluded Subsidiary” means any one of the Excluded Subsidiaries. Notwithstanding anything to the contrary set forth herein, no Excluded Subsidiary shall (i) have any direct or indirect right, title or interest in the Merom Generating Station, any mining complexes or surface mines (including, without limitation, the mining complexes Oaktown 1 and 2 underground mines, Prosperity surface mine, Freelandville surface mine and Carlisle wash plant), or any coal leases, (ii) be a party to, or have any direct or indirect rights or interests in, an Acceptable PPA or any Material Intellectual Property or (iii) guaranty or otherwise provide credit support with respect to any Junior Debt.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any  thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party and any and all Guarantees of such Loan Party’s Swap Obligations by Borrower or any other Loan Party) at the time the Guarantee of such Loan Party, or a grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having

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its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.6(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Fourth Amended and Restated Credit Agreement dated as of August 2, 2023, among Borrower, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent (as defined therein), as in effect immediately prior to giving effect to the Transactions on the Closing Date.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Loan Party not in the ordinary course of business consisting of proceeds of Casualty Events, proceeds of insurance and condemnation awards (and payments in lieu thereof).

“Facility” means the Delayed Draw Term Loan Facility, an Incremental Term Loan Facility or the Revolving Credit Facility, as the context may require.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York, on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent; provided, however, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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“Fee Letter” means that certain fee letter agreement dated January 7, 2026, among Borrower, TCBI Securities, Inc., Old National Bank and Texas Capital Bank, that certain fee letter agreement dated January 7, 2026, among Borrower, TCBI Securities, Inc. and Texas Capital Bank and any other fee letter among Borrower, Administrative Agent and/or Arranger concerning fees to be paid by Borrower in connection with this Agreement, including any amendments, restatements, supplements or modifications thereof.  By its execution of this Agreement, each Lender acknowledges and agrees that Administrative Agent, Arranger and/or Texas Capital Bank may elect to treat as confidential and not share with Lenders any Fee Letters executed from time to time in connection with this Agreement.

“Financial Covenants” means the covenants set forth in Article 8.

“Fitch” means Fitch, Inc., and any successor to its rating agency business.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) EBITDA for the most recently completed Test Period minus (i) Maintenance Capital Expenditures for such period and (ii) Restricted Payments (excluding any Restricted Payments made from a Subsidiary to a Loan Party) for such period to (b) Fixed Charges for the most recently completed Test Period.

“Fixed Charges” means, for any period the sum of the Borrower and its Restricted Subsidiaries’ (a) cash interest expense paid or payable during such period, (b) cash income taxes due and payable during such period and (c) scheduled principal payments on Debt or Capitalized Lease Obligations, in each case, for such period determined on a consolidated basis in accordance with GAAP, and calculated on a pro forma basis.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001 et seq.), (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as now or hereafter in effect or any successor statute thereto and including any regulations promulgated thereunder.

“Floor” means a rate of interest equal to 0%.

“Foreign Lender” means if Borrower is a U.S. Person, a Lender that is not a U.S. Person.

“Fronting Exposure” means, at any time there is a Revolving Credit Lender that is a Defaulting Lender, with respect to L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of the L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding Account” has the meaning set forth in Section 4.1 and after the Closing Date shall refer to any Deposit Account designated by the Borrower to the Administrative Agent in

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writing as the “Funding Account”; provided that, from and after the date that is 90 days after the Closing Date (or such later date as Administrative Agent may agree in its sole discretion),] the “Funding Account” must at all times be a Deposit Account maintained with the Administrative Agent and subject to an Account Control Agreement.

“GAAP” means generally accepted accounting principles, applied on a consistent basis, as set forth in opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.

“Governmental Authority” means the government of the United States of America or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, tribal body or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee” by any Person means any obligation or liability, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person as well as any obligation or liability, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or liability (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to operate Property, to take-or-pay, or to maintain net worth or working capital or other financial statement conditions or otherwise) or (b) entered into for the purpose of indemnifying or assuring in any other manner the obligee of such Debt or other obligation or liability of the payment thereof or to protect the obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) any unsecured guaranty of obligations under any Prepaid Forward Power Sales Contract, including, without limitation, the Citadel ISDA nor the Trafigura ISDA, to the extent such obligations would not otherwise constitute Debt.  The terms “Guarantee” and “Guaranteed” used as a verb have a corresponding meaning.

“Guarantors” means, collectively, each Restricted Subsidiary and each other Person who from time to time Guarantees all or any part of the Obligations under the Loan Documents, including with respect to Obligations of the Loan Parties (other than Borrower), Borrower, and “Guarantor” means any one of the Guarantors. As of the Closing Date, the Guarantors are: Edwardsport Construction Company, LLC, Gibson County Logistics, LLC, Oaktown Fuels Mine No. 1, LLC, Oaktown Fuels Mine No. 2, LLC, Prosperity Mine, LLC, SFI Coal Sales, LLC, Sunrise Coal, LLC, Sunrise Land Holdings, LLC, Sunrise Administrative Services, LLC, Sycamore Coal, Inc., Hallador Power Company, Hallador Renewables, LLC, HR Beam One, LLC, Phoenix 820, LLC and Phoenix 500, LLC.

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“Guaranty Agreement” means that certain Guaranty Agreement dated as of the Closing Date by the Guarantors from time to time party thereto in favor of Administrative Agent, for the benefit of the applicable Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent.

“Hallador Power Company” means Hallador Power Company, LLC, a Delaware limited liability company.

“Hallador Sands” means Hallador Sands, LLC, a Delaware limited liability company.

“Hazardous Material” means any substance, product, waste, pollutant, chemical, contaminant, constituent, or other material that is or becomes listed or regulated under any Environmental Law, including, without limitation, any petroleum and petroleum byproducts, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixture of natural gas and such synthetic gas), polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives, and mold.  “Hazardous Material” shall include, without limitation, any hazardous or toxic substance, material or waste or any chemical, element, compound or mixture which is: (i) asbestos and asbestos-containing materials; (ii) designated as a “pollutant” or “toxic pollutant” pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1362; (iii) defined as a “solid waste” or “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6903; (iv) defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601; (v) “hazardous materials” listed in the United States Department of Transportation Table at 49 CFR 172.101 or by the Environmental Protection Agency as hazardous substances at 40 CFR part 302; ((vi) “contaminant” as defined in the Safe Drinking Water Act, 42 U.S.C. § 300f; (vii) “extremely hazardous substances” as defined in the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11049; and (viii) “oil” as defined in the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701.

“Hedge Obligations” means, at any time with respect to any Person, all indebtedness, liabilities, and obligations of such Person under or in connection with any Hedge Agreement, whether actual or contingent, due or to become due and existing or arising from time to time.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and settlement amounts, early termination amounts or termination value(s) determined in accordance therewith, such settlement amounts, early termination amounts or termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more commercially reasonable mid-market or other readily available quotations provided by any dealer which is a party to such Hedge Agreement or any other recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Hedging Agreement” or “Hedge Agreement” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,

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bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules and annexes, a “Master Agreement”), (c) any and all Master Agreements and any and all related confirmations and (d) any other agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act; provided that no Prepaid Forward Power Sales Contract, including, without limitation, the Citadel ISDA and the Trafigura ISDA, shall constitute a Hedging Agreement or Hedge Agreement.

“Historical Financial Statements” has the meaning set forth in Section 4.1.

“Honor Date” has the meaning set forth in Section 2.2(c)(i).

“Increase Effective Date” has the meaning set forth in Section 2.10(c).

“Incremental Commitment Effective Date” has the meaning set forth in Section 2.11(c).

“Incremental Term Loan” means a loan under an Incremental Term Loan Facility.

“Incremental Term Loan Amendment” has the meaning set forth in Section 2.11(f).

“Incremental Term Loan Commitment” has the meaning set forth in Section 2.11(a).

“Incremental Term Loan Facility” means any facility consisting of Incremental Term Loan Commitments and all Borrowings thereunder.

“Incremental Term Loan Lender” has the meaning set forth in Section 2.11(b).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 11.2.

“Indemnity Agreement” means the Indemnity Agreement, dated as of the Closing Date, by the Loan Parties party thereto to the Administrative Agent for the benefit of the Secured Parties, relating to possible environmental liabilities associated with any of the owned or leased real property of the Loan Parties or their Subsidiaries, in form and substance reasonably satisfactory to Administrative Agent.

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“Information” has the meaning set forth in Section 11.25.

“Intellectual Property” means the following: (a) copyrights, mask works (including integrated circuit designs) and rights in works of authorship, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom, and all inventions, discoveries and designs claimed or described therein, (d) trade secrets, and other confidential information, including ideas, designs, concepts, compilations of information, databases and rights in data, methods, techniques, procedures, processes and other know-how, whether or not patentable and (e) all other intellectual property or industrial property.

“Intercompany Subordination Agreement” means the Intercompany Subordination Agreement, dated as of the Closing Date, by the Loan Parties to the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to Administrative Agent.

“Interest Period” means with respect to any Term SOFR Loan, the period commencing on the date such Loan becomes a Term SOFR Loan (whether by the making of a Loan or its continuation or conversion) and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter (in each case subject to the availability to each Lender of Term SOFR for such period), as Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a Term SOFR Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 3.3(b)(iv) and not thereafter reinstated pursuant to such Section shall be available for specification in any Borrowing Request or notice of continuation or conversion thereof.

“Interest Rate” means the rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable Rate.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by L/C Issuer and Borrower (or any Subsidiary) or in favor of L/C Issuer and relating to such Letter of Credit.

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“Junior Debt” means, with respect to the Borrower and its Restricted Subsidiaries, any (a) Debt that is, or is required to be, contractually subordinated to the Obligations (including any Subordinated Debt incurred pursuant to Section 7.1(m))) or that is secured by Liens that are junior to the Liens securing the Obligations, (b) unsecured Debt for borrowed money (including any Debt incurred pursuant to Section 7.1(o)), and (c) Debt in respect of Disqualified Equity Interests.

“Junior Debt Documents” means any indenture or other loan agreement governing any Junior Debt, all guarantees thereof and all other agreements, documents or instruments executed and delivered by Borrower or any Restricted Subsidiary in connection with, or pursuant to, the incurrence or issuance of Junior Debt.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Revolving Credit Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by Borrower on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means any of (a) Texas Capital Bank and (b) Old National Bank, in each case, in their respective capacities as an issuer of Letters of Credit hereunder, and their successors in such capacity. References herein and in the other Loan Documents to L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.

“L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Labor Contract” has the meaning assigned to such term in Section 5.23.

“Labor Matters Event” means (i) any strike, work stoppage, slowdown, lockout, or other material labor action, pending (or, to the knowledge of any Loan Party or any Subsidiary, threatened) against or involving any Loan Party or any Subsidiary, (ii) a petition for certification or election of any labor representative is existing or pending with respect to any employee of any Loan Party or any Subsidiary, (iii) the incurrence of any liability or obligation by any Loan Party or any Subsidiary thereof under the Worker Adjustment and Retraining Notification Act of 1988, as amended, (iv) the occurrence of any non-compliance under the Fair Labor Standards Act of 1938, as amended, or any other similar applicable Law by any Loan Party or any Subsidiary relating to hours worked by, and payments made to, employees, working conditions and workplace

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safety, immigration and work authorization, or otherwise relating to the employment of labor, or (v) any complaint, unfair labor practice charge, grievance, arbitration, unfair employment practices charge, or any other claim against any Loan Party or any Subsidiary thereof with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any Subsidiary.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” and “Lenders” have the meanings set forth in the introductory paragraph hereto, and shall include L/C Issuer and the Swingline Lender, and their respective successors and assigns permitted hereunder, as the context may require.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Lessor Consents” means all lessor consents allowing for, among other things, a Lien to be obtained upon any lease of any Loan Party of the Material Real Property, from the lessors of such lease, as required by the Administrative Agent, in its sole discretion, in form and substance acceptable to the Administrative Agent.

“Letter of Credit” means any commercial or standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.  

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by L/C Issuer.

“Letter of Credit Commitment” means, at any time, an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate Revolving Credit Commitments at such time.  The Letter of Credit Commitment is part of, and not in addition to, the Revolving Credit Commitments.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility.

“Letter of Credit Fee” has the meaning set forth in Section 2.3(b).

“Lien” means, as to any Property of any Person, (a)  any lien, mortgage, security interest, Tax lien, pledge, charge, hypothecation, collateral assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law, or otherwise, affecting such Property and (b) the signing or filing of a financing statement which names the Person as

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debtor or the signing of any security agreement or the signing of any document authorizing a secured party to file any financing statement which names such Person as debtor.

“Liquidity” means, as of any date of determination, the sum of (a) Revolving Credit Availability and (b) the aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries deposited with the Administrative Agent and/or in a Deposit Account or Securities Account of the Borrower and/or a Restricted Subsidiary, which shall, after the post-closing period set forth in Section 6.12, be subject to an Account Control Agreement.

“Loan” means an extension of credit by a Lender to Borrower under Article 2 in the form of a Revolving Credit Loan, Swingline Loan or a Term Loan.

“Loan Documents” means this Agreement, the Guaranty Agreement, the Security Documents, the Notes, the Issuer Documents, each Fee Letter, and all other promissory notes, security agreements, intercreditor agreements, mortgages, deeds of trust, assignments, letters of credit, guaranties, and other instruments, documents, certificates and agreements executed and delivered pursuant to or in connection with this Agreement or the Security Documents; provided that the term “Loan Documents” shall not include any Bank Product Agreement.

“Loan Party” means Borrower and each Guarantor.

“Maintenance Capital Expenditures” means Capital Expenditures for the maintenance, repair, restoration or other preservation of existing property or assets.

“Material Acquisition” means any acquisition or series of related acquisitions that involves the payment of consideration by the Borrower and the Restricted Subsidiaries in excess of $15,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the results of operations, business or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent and the Lenders, taken as a whole, under any Loan Document, (c) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under any Loan Document or (d) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Agreement” means any contract or agreement of the Borrower or any Restricted Subsidiary (a) involving a monetary liability of or payable to any such Person in an aggregate amount in excess of $25,000,000 in any twelve-month period, (b) governing any Material Debt or pursuant to which any Material Debt was incurred, or (c) the failure to renew, the breach, non-performance, or cancellation of which would reasonably be expected to have a Material Adverse Effect.

“Material Debt” means Debt (other than the Loans and Letters of Credit) of any one or more of the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $15,000,000.

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“Material Disposition” means any Disposition of Property or series of related Dispositions of Property that involves the payment of consideration to the Borrower and the Restricted Subsidiaries in excess of $15,000,000.

“Material Intellectual Property” means any Intellectual Property owned or licensed by a Loan Party that is material (as reasonably determined by the Administrative Agent in consultation with the Borrower) to the businesses of the Loan Parties, taken as a whole.

“Material Real Property” means (i) all of the Loan Parties’ coal leases in Knox County, Indiana, (ii) the Loan Parties’ coal leases outside of Knox County, Indiana covering at least 90% of the coal reserves covered by all such leases, if any, (iii) all of the Loan Parties’ interests in fee-owned real property, the Merom Generating Station and all material leased property on which physical assets associated with a Loan Party’s mine complex (such as portals, buildings, stockpiles, coal preparation plants) are located.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, March 5, 2029, or such earlier date on which the Revolving Credit Commitment of each Revolving Credit Lender terminates as provided in this Agreement, (b) with respect to the Delayed Draw Term Loan Facility, March 5, 2029 and (c) with respect to any Incremental Term Loan Facility, the date set forth as such in the applicable Incremental Term Loan Amendment; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

“Maximum Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lenders in accordance with applicable New York Law or other applicable state Law (or applicable United States federal Law to the extent that such Law permits Lenders to charge, contract for, receive or reserve a greater amount of interest than under New York Law or other applicable state Law).  The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under applicable Law.  Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.

“Merom Generating Station” means all interests in real property, both owned and leased, and the licenses, easements, right of ways, water rights, and other interests of each Loan Party associated with that certain 1,080 MW coal fired power generating station, consisting of two steam turbine generators, located in Indiana and owned and operated by Hallador Power Company.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the time that a Defaulting Lender exists, an amount equal to 102% of the Fronting Exposure of L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.6(a)(i), (a)(ii) or (a)(iii), an amount equal to 102% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Administrative Agent and L/C Issuer in their sole discretion.

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“MIRE Event” means the increase, extension or renewal of any Commitments or Loans (but excluding (x) any continuation or conversion of Borrowings or (y) the making of any Credit Extension) at any time that the Obligations may be secured by one or more Mortgages.

“MISO” means Midcontinent Independent System Operator, Inc., a Delaware non-stock, nonprofit corporation.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally-recognized rating agency.

“Mortgages” means, collectively, the mortgages or deeds of trust now or hereafter encumbering the Loan Parties’ rights, title and interests in, as applicable, parcels of owned and leased real property and other real property incidental to the ownership or operation thereof, in each case, as described therein in favor of Administrative Agent, for the benefit of the Secured Parties as security for the Obligations, in form and substance satisfactory to Administrative Agent.

“Multiemployer Plan” means any employee benefit plan of the type defined as such and described in Section 3(37) and 4001(a)(3) of ERISA to which contributions are being made or have been made by, or for which there is an obligation to make contributions by or there is, or reasonably expected to be, any liability, contingent or otherwise, with respect to a Loan Party or any ERISA Affiliate.

“Net Cash Proceeds” means:

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“Net Income” means, for Borrower for any Test Period, the net income (or loss) of Borrower and its Restricted Subsidiaries on a consolidated basis as determined in accordance with GAAP; provided that Net Income shall exclude (a) the net income (or loss) of any Person (other than a Loan Party) during such Test Period to the extent that the declaration or payment of dividends or similar distributions by such Person of its net income is not permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by operation of the terms of its Constituent Documents or any agreement, instrument or Law applicable to such Person or its equityholders during such Test Period, except that such Person’s equity in any net loss of any such Subsidiary for such Test Period shall be included in determining Net Income, (b) any net income (or loss) for such Test Period of any other Person if such other Person is not a Restricted Subsidiary, except that Borrower’s equity in the net income of any such Person for such Test Period shall be included in Net Income up to the aggregate amount of cash actually distributed by such Person during such Test Period to Borrower or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to Borrower as described in clause (a) of this proviso), (c) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to asset sales or other dispositions, in each case other than in the ordinary course of business, (d) any net after-tax extraordinary gains or losses and (e) the cumulative effect of a change in accounting principles.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 11.10 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning set forth in Section 2.2(b)(iii).

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“Notes” means, collectively, the Revolving Credit Notes and the Term Loan Notes, and “Note” means any one of the Notes.

“Notice Period” has the meaning set forth in Section 2.12.

“Oaktown Gas” means Oaktown Gas, LLC, an Indiana limited liability company.

“Obligations” means all obligations, indebtedness, and liabilities of Borrower and each other Loan Party to Administrative Agent, L/C Issuer, the Swingline Lender each Lender and each other Secured Party now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, arising under or pursuant to this Agreement, any Bank Product Agreements or the other Loan Documents, and all interest accruing thereon (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed in any bankruptcy, insolvency, reorganization or similar proceeding), and all attorneys’ fees and other expenses incurred in the enforcement or collection thereof and Erroneous Payment Subrogation Rights; provided that, as to any Loan Party, the “Obligations” shall exclude any Excluded Swap Obligations of such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6).

“Outstanding Amount” means (a) with respect to the Revolving Credit Loans, Swingline Loans and the Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans, Swingline Loans and Term Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

“Owned Real Estate Support Documents” means, with respect to any Material Real Property which is owned by any Loan Party in fee simple, such mortgagee title insurance policies (in amounts and with endorsements reasonably acceptable to Administrative Agent), surveys,

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environmental assessment reports, environmental questionnaires, evidence of flood insurance, if required, and other mortgage-related documents as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent.

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and L/C Obligations, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to Administrative Agent of a cash deposit, or at the discretion of Administrative Agent a backup standby letter of credit satisfactory to Administrative Agent and L/C Issuer, in an amount equal to 102% of the outstanding L/C Obligations as of the date of such payment), (c) the indefeasible payment in full in cash of the accrued and unpaid fees owing under the Loan Documents, (d) the indefeasible payment in full in cash of all reimbursable expenses and other Obligations (other than contingent obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of all Bank Product Agreements with all amounts then due and payable thereunder having been paid in full in cash or entering into other arrangements satisfactory to the Secured Parties counterparty thereto.

“Participant” means any Person (other than (a) a natural Person, (b) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, (c) a Defaulting Lender, or (d) Borrower or any of Borrower’s Affiliates or Subsidiaries or any other Loan Party) to which a participation is sold by any Lender in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it).

“Participant Register” means a register in the United States on which each Lender that sells a participation enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

“Payment Date” means (a) in respect of each Base Rate Loan (including each Swingline Loan), the first day of each and every calendar quarter during the term of this Agreement, upon prepayment of such Loan and the Maturity Date, and (b) in respect of each Term SOFR Loan, the last day of each Interest Period applicable to such Term SOFR Loan (or the day that is three (3) months after the first day of such Interest Period if such Interest Period has a length of more than three (3) months), upon prepayment of such Loan and the Maturity Date.

“Payment Recipient” has the meaning assigned to it in Section 10.15(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

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“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards and minimum required contributions (including any installment payment thereof) to Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304, 305, and 306 of ERISA.

“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Permitted Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

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“Permitted Liens” means those Liens permitted by Section 7.2.

“Person” means any natural person, corporation, limited liability company, trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“Phoenix 500” means Phoenix 500, LLC, a Delaware limited liability company.

“Phoenix 820” means Phoenix 820, LLC, a Delaware limited liability company.

“Plan” means any employee pension benefit plan or other employee benefit plan within the meaning of Section 3(2) or Section 3(3) of ERISA, other than a Multiemployer Plan,  that is (a) established, sponsored, contributed to or maintained by, or for which there is an obligation to make contributions by or there is, or could reasonably expected to be any liability, contingent or otherwise with respect to Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“PPA Counterparty” has the meaning set forth in the definition of Acceptable PPA.

“Prepaid Forward Power Sales Contract” means any forward sale or purchase agreement that includes a prepayment in consideration of the delivery of electricity prior to the delivery of such electricity, including, without limitation, the Citadel ISDA and the Trafigura ISDA.

“Prepayment Notice” has the meaning set forth in Section 2.8(b)(ii).

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“Prime Rate” means the rate of interest published by The Wall Street Journal, from time to time, as the “U.S. Prime Rate”.

“Principal Office” means the principal office of Administrative Agent, presently located at the address set forth on Schedule 11.11.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person, or any other assets owned, operated or leased by such Person, including Equity Interests and contract rights.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning set forth in Section 11.11(e).

“Purchase Money Debt” means Debt, the proceeds of which are used to finance the acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of any Property; provided, however, that such Debt is incurred no later than ninety (90) days after such acquisition, leasing, completion, construction, repairment, replacement, improvement or installation.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 11.29.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulation promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means Administrative Agent, L/C Issuer, the Swingline Lender or any Lender, as applicable.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt.  “Redeem” has the correlative meaning thereto.

“Register” means a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of and stated interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time.

“Reinvestment Notice” means a written notice executed by a Responsible Officer certifying that no Default or Event of Default has occurred and is continuing and that the applicable

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Loan Party intends and expects to use all or such portion specified in such notice of the Extraordinary Receipts in respect of such Event of Damage to repair or restore its Property.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, sub agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, leaching, or migration of Hazardous Materials into the environment.

“Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto.

“Remedial Action” means all actions required to (a) clean up, remove, treat, or otherwise address Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger public health or welfare, or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Reportable Event” means any of the events set forth in Section 4043 of ERISA, other than events for which the 30-day notice period has been waived.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders; provided that, if one (1) Lender holds more than 50% but less than 100% of the Total Credit Exposures at such time, subject to the last sentence of Section 11.10, the Required Lenders shall be at least two Lenders.  The Total Credit Exposure of all Lenders held or deemed held by any Defaulting Lender shall be disregarded for purposes of making a determination of the Required Lenders at any time.

“Required Mining Permits” means all permits, licenses, authorizations, plans, approvals and bonds necessary under the Environmental Laws for the Loan Parties to continue to conduct coal mining and related operations on, in or under the plane of the surface of the Material Real Property, substantially in the manner as such operations are currently conducted and as may be necessary for such Loan Party to conduct coal mining and related operations on, in or under the Material Real Property as described in any plan of operation.

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“Required Revolving Credit Lenders” means, at any time, Revolving Credit Lenders holding more than 50% of the sum of (a) the Revolving Credit Exposure of all Revolving Credit Lenders (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) at such time and (b) the aggregate unused Revolving Credit Commitments at such time; provided that, if one (1) Revolving Credit Lender holds more than 50% but less than 100% of the sum of the Revolving Credit Exposure and the unused Revolving Credit Commitments at such time, subject to the last sentence of Section 11.10, the Required Revolving Credit Lenders shall be at least two (2) Revolving Credit Lenders.  The unused Revolving Credit Commitment of, and the portion of the Revolving Credit Exposure of all

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Revolving Credit Lenders held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of the Required Revolving Credit Lenders at any time.

“Required Term Loan Lenders” means, as of any date of determination, with respect to any Term Loan Facility, Term Loan Lenders holding more than 50% of the sum of (a) the Outstanding Amount of outstanding Term Loans under such Term Loan Facility and (b) the aggregate unused Term Loan Commitments under such Term Loan Facility of all Term Loan Lenders at such time; provided that, if one (1) Term Loan Lender holds more than 50% but less than 100% of the sum of (i) the Outstanding Amount of outstanding Term Loans under such Term Loan Facility and (ii) the aggregate unused Term Loan Commitments under such Term Loan Facility of all Term Loan Lenders at such time at such time, subject to the last sentence of Section 11.10, the Required Term Loan Lenders shall be at least two (2) Term Loan Lenders. The Term Loan Commitment and the Outstanding Amount of Term Loans of all Term Loan Lenders held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of the Required Term Loan Lenders at any time.

“Requirement of Law” means, with respect to any Person, any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resignation Effective Date” has the meaning set forth in Section 10.6(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer or treasurer of a Loan Party (or the chief executive officer, president, chief financial officer, or treasurer of the general partner or managing member of a Loan Party, as applicable); solely for purposes of the delivery of incumbency certificates pursuant to Section 4.1, the secretary or assistant secretary of a Loan Party (or the secretary or any assistant secretary of the general partner or managing member of a Loan Party, as applicable) or any Person designated by a Responsible Officer to act on behalf of a Responsible Officer; provided that such designated Person may not designate any other Person to be a Responsible Officer.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means, collectively, (a) any dividend or other distribution (whether in cash, securities or other Property) with respect to any capital stock or other Equity Interest of Borrower or any Restricted Subsidiary and (b) any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any capital stock or other Equity Interest or on account of any return of capital to Borrower’s stockholders, partners or members (or the equivalent Person thereof).

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“Restricted Subsidiaries” means all Subsidiaries of the Borrower other than the Excluded Subsidiaries, and “Restricted Subsidiary” means any one of the Restricted Subsidiaries.

“Revolving Credit Availability” means, as of any date, the difference between (a) the aggregate amount of the Revolving Credit Commitments that are then available to be drawn of the Revolving Credit Lenders on such date less (b) the total Revolving Credit Exposure of the Revolving Credit Lenders on such date.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.1(a).

“Revolving Credit Borrowing Request” means a writing, substantially in the form of Exhibit C, properly completed and signed by Borrower, requesting a Revolving Credit Borrowing.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to Borrower pursuant to Section 2.1(a) and (b) purchase participations in L/C Obligations and Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate Outstanding Amount of its Revolving Credit Loans, its Swingline Exposure and such Revolving Credit Lender’s participation in L/C Obligations at such time.

“Revolving Credit Facility” means the revolving credit facility provided for and governed by this Agreement.

“Revolving Credit Lender” means, (a) at any time prior to the termination of the Revolving Credit Commitments, any Lender that has a Revolving Credit Commitment at such time, and (b) at any time after the termination of the Revolving Credit Commitments, any Lender that has Revolving Credit Exposure at such time.

“Revolving Credit Loan” has the meaning set forth in Section 2.1(a).

“Revolving Credit Note” means a promissory note made by Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit D.

“RICO” means the Racketeer Influenced and Corrupt Organization Act of 1970.

“S&P” means S&P Global Ratings, a S&P Global Inc. business and any successor thereto that is a nationally-recognized rating agency.

“Sanctioned Country” means, at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the Closing Date,

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the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran and North Korea).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or Controlled by any such Person or Persons, in each case, to the extent dealings are prohibited or restricted with such Person under Sanctions or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority in which (a) any Loan Party or any of their Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Credit Extensions will be used, or (c) from which repayment of the Obligations will be derived.

“SEC” means the U.S. Securities and Exchange Commission, or any successor agency.

“Secured Parties” means the collective reference to Administrative Agent, each Lender, L/C Issuer, each Bank Product Provider, and any other Person the Obligations owing to which are, or are purported to be, secured by the Collateral under the terms of the Security Documents.

“Securities Account” shall have the meaning set forth in Article 8 of the UCC.

“Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, by the Loan Parties to the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to Administrative Agent.

“Security Documents” means each and every Mortgage, Collateral Access Agreement, Collateral Assignment, Security Agreement, Indemnity Agreement, security agreement, pledge agreement, mortgage, deed of trust, Account Control Agreement or other collateral security agreement required by or delivered to Administrative Agent from time to time that purport to create a Lien in favor of any of the Secured Parties to secure payment or performance of the Obligations or any portion thereof.

“Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) all Debt of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date, that is secured by Lien on any Collateral or any other property of the Borrower and its Restricted Subsidiaries, but excluding (i) any secured Junior Debt of the type set forth in clause (a) of the definition thereof and (ii) any contingent obligations in respect of Debt under clause (k) of the definition of “Debt” to (b) EBITDA of Borrower and its Restricted

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Subsidiaries, on a consolidated basis in accordance with GAAP, for the most recently ended Test Period.

“Settlement” has the meaning set forth in Section 2.9(c).

“Settlement Date” has the meaning set forth in Section 2.9(c).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person, as of any date of determination, that the fair value of the assets of such Person (at fair valuation) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date, that the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature, that, as of such date, such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and that, as of such date, such Person does not have unreasonably small capital with which to carry on its business.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person acting in good faith.

“Specified Equity Contribution” means any cash contribution to the common equity of Borrower and/or any purchase of or investment in an Equity Interest of Borrower (other than Disqualified Equity Interests), in each case that are designated by the Borrower in writing to the Administrative Agent as a “Specified Equity Contribution” substantially contemporaneously with the receipt of such contribution.

“Specified Extraordinary Receipts” has the meaning set forth in Section 2.8(d)(i).

“Subordinated Debt” of a person means any Debt incurred by such Person that is subordinated to the Obligations (pursuant to a subordination, intercreditor, or other similar agreement in form and substance reasonably satisfactory to Administrative Agent entered into among Administrative Agent, the applicable creditor and such Person), in a manner reasonably satisfactory to Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified,

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all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“Supported QFC” has the meaning set forth in Section 11.29.

“Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.  The Swingline Exposure of any Revolving Credit Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure.

“Swingline Lender” means Texas Capital Bank in its capacity as a lender of Swingline Loans hereunder. Any consent required of the Administrative Agent or the L/C Issuer shall be deemed to be required of the Swingline Lender and any consent given by Texas Capital Bank in its capacity as Administrative Agent or L/C Issuer shall be deemed given by Texas Capital Bank in its capacity as Swingline Lender.

“Swingline Loan” has the meaning set forth in Section 2.9(a).

“Swingline Sublimit” means, at any time, an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate Revolving Credit Commitments at such time. The Swingline Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Tax Return” means any return (including any information report), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of any Tax.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means a Delayed Draw Term Loan and/or an Incremental Term Loan, as the context may require.

“Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans made by each of the Term Loan Lenders pursuant to Section 2.1(b).

“Term Loan Borrowing Request” means a writing, substantially in the form of Exhibit E, properly completed and signed by Borrower, requesting a Term Loan Borrowing.

“Term Loan Commitment” means a Delayed Draw Term Loan Commitment and/or an Incremental Term Loan Commitment, as the context may require.

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“Term Loan Facility” means the Delayed Draw Term Loan Facility and/or an Incremental Term Loan Facility, as the context may require.

“Term Loan Lender” means any Lender that has a Term Loan Commitment and/or that holds a Term Loan.

“Term Loan Note” means a promissory note of Borrower payable to the order of a Term Loan Lender evidencing the Term Loan made by such Term Loan Lender, in substantially the form of Exhibit F.

“Term SOFR” means:

(a)for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, a “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, a “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

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“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans comprising such Borrowing.

“Term SOFR Loan” means a Loan bearing interest based on Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Test Period” means, at any time, the four (4) consecutive fiscal quarters of Borrower then last ended (in each case taken as one (1) accounting period).

“Texas Capital Bank” means Texas Capital Bank and its successors and assigns.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and Outstanding Amount of the Term Loans of such Lender at such time.

“Total Leverage Ratio” means, as of any date of determination, the ratio of (a) all Debt (other than contingent obligations in respect of Debt under clause (k) of the definition of “Debt”) of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date to (b) EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, for the most recently ended Test Period.

“Trade Date” has the meaning set forth in Section 11.8(g).

“Trafigura ISDA” means that certain ISDA 2002 Master Agreement dated as of October 31, 2024, among Trafigura Trading LLC and Hallador Power Company, together with any and all confirmations and transactions thereunder and exhibits, annexes, and schedules thereto, in each case, as in effect on the Closing Date and as may be modified in accordance with the terms of this Agreement, and any and all confirmations and transactions thereunder, and any and all exhibits, annexes, and schedules thereto, in each case, entered into after the Closing Date in accordance with the terms of this Agreement.

“Transactions” means, collectively, the execution, delivery and performance by each Loan Parties of each Loan Document to which it is a party, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the payment of all fees and expenses payable in connection with the foregoing.

“Type” means, with respect to a Loan, refers to whether such Loan is a Base Rate Loan or a Term SOFR Loan, and, with respect to a Borrowing, refers to whether such Borrowing is a Base Rate Borrowing or a Term SOFR Borrowing.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or the Uniform Commercial Code of any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

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“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unreimbursed Amount” has the meaning set forth in Section 2.2(c)(i).

“Unrestricted Cash” means the aggregate amount of cash and Cash Equivalents held in accounts of the Loan Parties reflected on the consolidated balance sheet of Borrower and its Subsidiaries, excluding cash and Cash Equivalents that are “restricted” on such consolidated balance sheet but including the aggregate amount of cash and Cash Equivalents that are restricted solely due to being held in an account subject to an Account Control Agreement in favor of the Administrative Agent.

“U.S.” or “United States” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.29.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.4(g)(ii)(B)(3).

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Debt, in each case of clauses (a) and (b), without giving effect to the application of any prior prepayment to such installment, sinking fund, serial maturity or other required payment of principal.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or Controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares

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required by applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“Withholding Agent” means each of the Loan Parties and Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will promptly (but in no event later than two (2) Business Days of Borrower’s receipt of such Letter of Credit or such amendment, as applicable) notify L/C Issuer.  Borrower shall be conclusively deemed to have waived any such claim against L/C Issuer and its correspondents unless such notice is given as aforesaid.

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a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party, in each case in form and substance satisfactory to Administrative Agent, (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Facility Increase, (B) certifying that, before and after giving effect to such Revolving Facility Increase, the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.10, the representations and warranties contained in Section 5.2 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (C)  certifying that the statements contained in Section 2.10(d)(i)-(iii) are true and correct on and as of the Increase Effective Date.

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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