Exhibit 10.24
EXECUTION COPY
LETTER AMENDMENT
Dated as of January 7, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "Banks") parties
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to the Loan Agreement referred to
below and to Citibank, N.A., as administrative agent
(the "Agent") for the Banks
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Ladies and Gentlemen:
We refer to the Amended and Restated Senior Revolving Loan Agreement
dated as of September 21, 2001 (the "Loan Agreement") among the undersigned and
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you. Capitalized terms not otherwise defined in this Letter Amendment have the
same meanings as specified in the Loan Agreement.
It is hereby agreed by you and us as follows:
You have indicated your willingness, on the terms and conditions
stated below, to so agree. Accordingly, it is hereby agreed by you and us as
follows:
The Loan Agreement is, effective as of the date of this Letter
Amendment, hereby amended as follows:
(a) The definition of "Significant Subsidiary Guaranty" in Section 1.1
is amended by deleting therefrom the words "executed by each Significant
Subsidiary".
(b) Section 7.2.1 of the Loan Agreement is amended by adding to the
end thereof immediately before the period the words "and (vi) additional
unsecured Indebtedness for Borrowed Money of any Subsidiary permitted in
accordance with Section 7.2.9 hereof".
(c) Section 7.2.9 of the Loan Agreement is amended by adding to the
end thereof a new clause (i) to read as follows:
"(i) Guarantees by any Subsidiary of any obligation of the
Borrower provided that such Subsidiary has duly executed and delivered
a Significant Subsidiary Guaranty."
This Letter Amendment shall become effective as of the date first
above written when, and only when, on or before January 15, 2002, the Agent
shall have received counterparts of this Letter Amendment executed by the
undersigned and the Required Bank or, as to any of
2
the Banks, advice satisfactory to the Agent that such Bank has executed this
Letter Amendment, and the consent attached hereto executed by each Guarantor.
This Letter Amendment is subject to the provisions of Section 10.1 of the Loan
Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Loan Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Loan Agreement, and each reference in the
Notes and each of the other Loan Documents to "the Loan Agreement",
"thereunder", "thereof" or words of like import referring to the Loan Agreement,
shall mean and be a reference to the Loan Agreement, as amended by this Letter
Amendment.
The Loan 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 Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
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
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Title:
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Bank
By
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Title:
0
XXX XXXX XX XXXX XXXXXX
By
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Title:
DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES
By
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Title:
By
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Title:
MELLON BANK, N.A.
By
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Title:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By
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Title:
PNC BANK, N.A.
By
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Title:
NATIONAL CITY BANK
By
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Title:
CONSENT
Dated as of January 7, 2002
The undersigned, each a Significant Subsidiary and a party to the
Significant Subsidiary Guaranty dated October 2, 2001 (the "Guaranty") in favor
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of the Agent, for its benefit and the benefit of the Banks parties to the Loan
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, the Guaranty 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 to the "Loan Agreement", "thereunder", "thereof"
or words of like import shall mean and be a reference to the Loan Agreement, as
amended by such Letter Amendment.
CONSOLIDATION COAL COMPANY
By
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Title: Treasurer
CONRHEIN COAL COMPANY
By
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Title: Treasurer
CONSOL FINANCIAL INC.
By
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Title: Treasurer
CONSOL OF KENTUCKY INC.
By
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Title: Treasurer
CONSOL PENNSYLVANIA COAL COMPANY
By
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Title: Treasurer
EIGHTY-FOUR MINING COMPANY
By
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Title: Treasurer
FAIRMONT SUPPLY COMPANY
By
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Title: Controller
GREENON COAL COMPANY
By
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Title: Treasurer
ISLAND CREEK COAL COMPANY
By
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Title: Treasurer
IC COAL INC.
By
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Title: Treasurer
XxXXXXX COAL COMPANY
By
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Title: Treasurer
NINEVEH COAL COMPANY
By
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Title: Treasurer
ROCHESTER & PITTSBURGH COAL COMPANY
By
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Title: Treasurer
