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Exhibit 99.1
April 16, 2001
VIA TELECOPY AND FEDERAL EXPRESS
Xx. Xxxx X. Xxxxxx
Chief Financial Officer
Pen Holdings, Inc.
Pen Coal Corporation
The Elk Horn Coal Corporation
River Marine Terminals, Inc.
Third Floor, Center Court Building
0000 Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxx 00000
Re: Amended and Restated Credit Agreement ("Credit Agreement")
dated as of June 3, 1998, as amended, entered into by and
among Pen Holdings, Inc. as Borrower (the "Borrower"), and
Mellon Bank, N.A., CIBC, Inc. and AmSouth Bank (the "Banks")
and Mellon Bank, N.A. as agent for the Banks (the "Agent")
Dear Xx. Xxxxxx:
Reference is made to the Credit Agreement and specifically to
Forbearance and Amendment No. 4 to Credit Agreement dated as of March 16,
2001 (the "Forbearance Agreement"). Terms which are used in this letter as
defined terms and are not otherwise defined in this letter shall have the
meanings given to those terms in the Credit Agreement.
Subject to the condition contained in the next succeeding sentence,
the Banks and the Agent hereby agree to (i) substitute the date of "April 23,
2001" for the date "April 16, 2001" in Section 3 of the Forbearance
Agreement, and (ii) amend the definition of "Forbearance Period" to include
the period through and including April 23, 2001. The foregoing amendment is
conditioned on an extension by Travelers of the forbearance period contained
in the Travelers Forbearance Agreement to at least April 23, 2001. Except as
specifically modified above, the Forbearance Agreement remains in full force
and effect.
The Agent and the Banks reserve all rights under the Loan Documents,
including but not limited to the right to demand payment in full of the
obligations of the Borrower evidenced by the Loan Documents upon the
occurrence of an Event of Default and the right to make no further
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Loans while any Potential Default or Event of Default is in existence. No
delay, omission or action on the part of the Agent or the Banks in
exercising any right or taking any measure pursuant to the Loan Documents
shall operate as a waiver of any such rights, nor shall any delay or omission
herein operate as a waiver for any reason whatsoever.
Nothing contained in this letter shall be construed to impair the
security of the Agent or the Banks or their successors and assigns under the
Credit Agreement or any of the Loan Documents nor affect or impair any rights
or powers that the Agent or the Banks may have under the Credit Agreement or
the Loan Documents for the recovery of the indebtedness of the Borrower to
the Banks in case of nonfulfillment of the terms, provisions and covenants
contained in the Credit Agreement and the Loan Documents. All rights, powers
and remedies of the Agent and the Banks under any other agreement now or at
any time hereafter in force between the Agent and the Banks and the Borrower
shall be cumulative and not alternative and shall be in addition to all
rights, powers and remedies given to the Agent and the Banks by law.
Very Truly yours,
MELLON BANK, N.A., in its capacity as Agent
under the Credit Agreement
By: /s/ Xxxx Xxxxxx Xxxxxx
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Title: Vice President
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Agreed to and accepted:
Banks:
CIBC, INC.
By: /s/ Xxxxxx Xxxxxx
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Title: Executive Director
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AMSOUTH BANK
By: /s/ Xxx Xxxxxxxx
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Title: Commercial Banking Officer
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Borrower:
PEN HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Secretary/Treasurer
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