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SEC Filings

ARCH COAL INC filed this Form 8-K on 04/03/2018
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shall have been true and correct in all material respects (except to the extent already qualified by materiality or Material Adverse Change, in which event such representation and warranty shall be true and correct in all respects) as of such earlier date;


(g)                                  the Administrative Agent shall have been paid all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and expenses of Skadden, Arps, Slate, Meagher & Flom, LLP, as counsel to the Administrative Agent, and all unpaid and invoiced fees previously submitted to the Borrower in connection with the Existing Credit Agreement), in each case, to the extent required by the Engagement Letter or Section 11.03 of the Existing Credit Agreement and, in each case, invoiced at least two (2) Business Days prior to the Effective Date;


(h)                                 no Default or Event of Default has occurred and is continuing on the Effective Date;


(i)                                     the Borrower has delivered to the Administrative Agent a certification (substantially in the form attached hereto as Exhibit B) that the conditions precedent set forth in clauses (f), and (h), of this Section 3.1 have been fully satisfied;


(j)                                    commitments satisfactory to the New Lender shall have been obtained from financial institutions permitted by Section 11.08 of the Existing Credit Agreement to be assignees of the Initial Term Loans in an aggregate amount sufficient to acquire by assignment the Initial Term Loans acquired by the New Lender pursuant to the terms hereof;


(k)                                 each Non-Consenting Lender shall have been paid or, concurrent with the effectiveness of the amendments set forth in Section 1.1, are paid the Purchase Price (as defined below) (or the Administrative Agent has received such funds on behalf of the Non-Consenting Lenders);


(l)                                     the Borrower shall have paid the Administrative Agent (on behalf of the Lenders) accrued interest on all outstanding Initial Term Loans (whether or not then due); and


(m)                             the Borrower shall have paid to the Administrative Agent (on behalf of the Non-Consenting Lenders) any other amounts (other than the Purchase Price (as defined below)) payable to such Non-Consenting Lender under the Loan Documents as of the Effective Date (including any amounts that have been notified to the Borrower by any Non-Consenting Lender (or the Administrative Agent on behalf of such Non-Consenting Lender) as being due and payable pursuant to Section 5.10 of the Existing Credit Agreement) (such amounts, the “Other Amounts”).






The Borrower represents, warrants and covenants, as applicable, that:



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