EXHIBIT 10.4
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THIRD AMENDMENT TO SENIOR REVOLVING LOAN AGREEMENT
THIS AMENDMENT, made and entered into this 14th day of December, 1995, by
and between Consolidation Coal Company, a Delaware corporation ("Borrower") and
Xxxxxx Guaranty Trust Company of New York ("Bank").
WITNESSETH:
WHEREAS, Borrower and Bank are parties to a Senior Revolving Loan Agreement
dated as of December 23, 1993 (the "Loan Agreement"); and
WHEREAS, Borrower and Bank desire to hereby amend the Loan Agreement in
certain respects, effective December 1, 1995.
NOW, THEREFORE, in consideration of the foregoing premises, and intending
to be legally bound hereby, Borrower and Bank hereby agree as follows:
1. The Loan Agreement is hereby amended in the following respects,
effective December 1, 1995:
SECTION 7.2.3 is amended in its entire to read at follows:
SECTION 7.2.3 Consolidation, Merger, etc. The Borrower will not, and
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will not permit either Guarantor or any Subsidiary to, consolidate with or
merge into or with any other corporation, or sell, transfer, lease or sell
and lease back or otherwise dispose of all or substantially all of its
assets to any Person, without prior written consent of the Bank, except for
(i) the voluntary liquidation or dissolution of any wholly-owned Subsidiary
into another Subsidiary or into the Borrower, the merger of any Person with
a Subsidiary, provided that after giving effect to such merger, such
Subsidiary remains a "Subsidiary" as defined herein, or the merger of any
Subsidiary into another Subsidiary or to the Borrower provided that in the
case of any such merger into the Borrower, the Borrower is the surviving
corporation and (ii) the sale, transfer, lease or sale and lease back or
other disposition of all or substantially all of the assets of one or more
Subsidiaries not to exceed in any calendar year an aggregate total of 10%
of the consolidated assets of CEI and the Consolidated Subsidiaries.
2. All other terms and conditions of the Loan Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, Borrower and Bank have caused this Third Amendment to
Senior Revolving Loan Agreement to be executed by their respective, duly
authorized officers or representatives as of the day and year first above
written.
CONSOLIDATION COAL COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
and Treasurer of CONSOL Inc.,
Attorney-in-Fact
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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SCHEDULE TO EXHIBIT 10.4
In addition, to Exhibit 10.4, Consolidation Coal Company entered into Third
Amendments to the Senior Revolving Loan Agreements of the same date with each of
the following banks, all of which are substantially identical to Exhibit 10.4 in
all material respects:
PNC Bank
The Bank of Nova Scotia
Citibank X.X.
Xxxxxx Bank, N.A.
