Exhibit 10.25
LETTER AMENDMENT NO. 2
Dated as of June 25, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "Banks") parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the "Agent") for the Banks
Ladies and Gentlemen:
We refer to the Amended and Restated Senior Revolving Loan Agreement
dated as of September 21, 2001 (the "Credit Agreement") among the undersigned
and you. Capitalized terms not otherwise defined in this Letter Amendment have
the same meanings as specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
1. Section 7.2.2 of the Credit Agreement is amended by adding to
the end of clause (j) the word "and" and adding to the end thereof a new clause
(k) to read:
(k) Liens granted to secure Indebtedness and Guarantees made by the
Borrower or any of its Subsidiaries in connection with the unincorporated
Glennies Creek Joint Venture in an aggregate amount of not more than
$50,000,000.
2. Section 7.2.12 of the Credit Agreement is, effective as of the
date of this Letter Amendment, hereby amended in full to read as follows:
7.2.12 Funded Debt Ratio. The Borrower shall maintain a ratio of the
Borrower's total Indebtedness for Borrowed Money as at the last day of each
calendar quarter to total earnings for the last four consecutive complete
calendar quarters (before interest, taxes, depreciation and amortization
and excluding any extraordinary gains or losses) of not more than 2.5:1 for
each calendar quarter ended on or prior to March 31, 2002, and of not more
that 3.0:1 for each calendar quarter ended on or after June 30, 2002.
This Letter Amendment shall become effective as of the date first
above written when, and only when, the Agent shall have received counterparts of
this Letter Amendment executed by the undersigned and the Required Banks or, as
to any of the Banks, advice satisfactory to the Agent that such Bank has
executed this Letter Amendment, and the consent attached hereto executed by each
party to the Significant Subsidiary Guaranty and each of the Subordinated
Lenders parties to the Subordination Agreement. This Letter Amendment is subject
to the provisions of Section 10.1 of the Credit Agreement.
2
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents] to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Letter Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Amendment to Susan L. Hobart at Shearman & Sterling, 599 Lexington
Avenue, New York, New York 10022.
This Letter Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Amendment.
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
CONSOL ENERGY INC.
By /s/ William J. Lyons
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Title:
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Bank
By /s/ Raymond G. Dunning
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Title: Managing Director
3
THE BANK OF NOVA SCOTIA
By /s/ N. Bell
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Title: Senior Manager
DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES
By /s/ Ulrich Kahlow
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Title: Vice President
By /s/ Deminik Rohe
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Title: Analyst
MELLON BANK, N.A.
By /s/ William Feathers
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Title: Vice President
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By /s/ R. Scott McInnis
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Title: Head-Global Structured Finance-Americas
PNC BANK, N.A.
By /s/ Kane Keister
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Title: CBO
NATIONAL CITY BANK
By /s/ Susan J. Dimmick
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Title: Vice President
CONSENT
Dated as of June 25, 2002
The undersigned, each a party to the Significant Subsidiary
Guaranty dated as of October 2, 2002 (the "Guaranty") and a Subordinated Lender
under the Subordination Agreement dated as of September 21, 2001 (the
"Subordination Agreement"), each in favor of the Agent for its benefit and the
benefit of the Banks parties to the Credit Agreement referred to in the
foregoing Letter Amendment, hereby consents to such Letter Amendment and hereby
confirms and agrees that notwithstanding the effectiveness of such Letter
Amendment, each of the Guaranty and the Subordination Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Letter
Amendment, each reference in the Guaranty and the Subordination Agreement to the
"Credit Agreement", "thereunder", "thereof" or words of like import shall mean
and be a reference to the Credit Agreement, as amended by such Letter Amendment.
CONSOLIDATION COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
CONRHEIN COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
CONSOL FINANCIAL INC.
By /s/ John M. Reilly
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Title: Treasurer
CONSOL OF KENTUCKY INC.
By /s/ John M. Reilly
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Title: Treasurer
CONSOL PENNSYLVANIA COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
EIGHTY-FOUR MINING COMPANY
By /s/ John M. Reilly
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Title: Treasurer
FAIRMONT SUPPLY COMPANY
By /s/ Ronald Rapp
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Title: Controller
GREENON COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
ISLAND CREEK COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
IC COAL INC.
By /s/ John M. Reilly
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Title: Treasurer
McELROY COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
NINEVEH COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer
ROCHESTER & PITTSBURGH COAL COMPANY
By /s/ John M. Reilly
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Title: Treasurer