EXECUTION COPY
EXHIBIT 10.1
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AMENDMENT NO. 2 TO CREDIT AGREEMENT
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Dated as of March 29, 2002
This AMENDMENT NO. 2 ("Amendment") amends that certain CREDIT
AGREEMENT dated as of November 30, 2000, as amended by that certain Amendment to
Credit Agreement dated as of October 31, 2001 (the "Credit Agreement") among
XXXXXX ENERGY COMPANY (the "Borrower"), A.T. XXXXXX COAL COMPANY, INC., the
lenders party thereto (collectively, the "Lenders"), CITIBANK, N.A., as
administrative agent for the Lenders (in such capacity "Administrative Agent"),
PNC BANK, NATIONAL ASSOCIATION, as syndication agent, and FIRST UNION NATIONAL
BANK, as documentation agent. Terms not otherwise defined herein are used herein
as defined in the Credit Agreement.
PRELIMINARY STATEMENTS
WHEREAS, the Required Lenders have agreed to amend certain provisions of
the Credit Agreement on the terms set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment. Subject to the satisfaction of the conditions
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precedent specified in Section 2 hereof, the Credit Agreement shall be amended
as follows:
(a) Section 1.01 is hereby amended by deleting in its entirety the
definition of "Applicable Margin" contained therein and replacing it with the
following:
"Applicable Margin" means, for Eurodollar Loans, an interest rate
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per annum equal at all times to, (i) 0.400% for each day during a Level I
Period; (ii) 0.550% for each day during a Level II Period; (iii) 0.900% for
each day during a Level III Period; (iv) 1.000% for each day during a Level
IV Period; (v) 1.200% for each day during a Level V Period; and (vi) 1.400%
for each day during a Level VI Period.
(b) Section 5.07 is hereby amended by deleting clause (a) therein it
in its entirety and replacing it with the following:
"(a) The Borrower will maintain a ratio of Consolidated Debt to
Consolidated EBITDA, as determined on the last day of each fiscal quarter,
for the four fiscal quarters ending on such day, of not more than (i) 4.0
to 1.0, for the fiscal quarters ending March 31, 2002 and June 30, 2002,
(ii) 3.5 to 1.0, for the fiscal quarter ending September 30, 2002, (iii)
3.0 to 1.0 for the fiscal quarter ending December 31, 2002, and (iv) 2.75
to 1.0 for the fiscal quarters ending after December 31, 2002."
(c) Section 5.07 is hereby amended by deleting clause (b) therein it
in its entirety and replacing it with the following:
"(b) The Borrower shall maintain a Consolidated Interest Coverage
Ratio, as determined on the last day of each fiscal quarter, for the four
fiscal quarters ending on such day, of not less than (i) 4.25 to 1.0, for
the fiscal quarters ending March 31, 2002, June 30, 2002 and September 30,
2002, (ii) 4.5 to 1.0, for the fiscal quarter ending December 31, 2002, and
(iii) 4.75 to 1.0, for the fiscal quarters ending after December 31, 2002."
SECTION 2. Conditions to Effectiveness. This Amendment shall become
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effective as of the date above first written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment executed
by the Required Lenders.
SECTION 3. Representations and Warranties. The representations and
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warranties contained in Article IV of the Credit Agreement are true and correct
in all material respects as of the date hereof, other than with respect to any
such representation or warranty that speaks as of a date certain, in which case
such representation or warranty is true and correct as of such date.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay on
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demand all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration of this Amendment
(including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 10.03(a)(ii)
of the Credit Agreement.
SECTION 5. No Event of Default. No Event of Default has occurred and
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is continuing as of the date hereof.
SECTION 6. Effect on the Credit Agreement. Except as specifically
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amended herein, the Credit Agreement and the other documents delivered
thereunder are, and shall continue to be, in full force and effect and are
hereby in all respects ratified and confirmed.
SECTION 7. Execution in Counterparts. This Amendment may be executed
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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 Amendment by
facsimile shall be effective as delivery of an original counterpart of this
Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by, and
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construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
XXXXXX ENERGY COMPANY, as Borrower
By: _______________________________________
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Vice President and Treasurer
By: _______________________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President-Finance and
Chief Financial Officer
A.T. XXXXXX COAL COMPANY, INC., as Guarantor
By: _______________________________________
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: Vice President and Treasurer
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CITIBANK, N.A. as Administrative Agent and as
Lender
By:__________________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:__________________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:__________________________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By:__________________________________________
Name:
Title:
By:__________________________________________
Name:
Title:
BANK ONE, NA
By:__________________________________________
Name:
Title:
0
XXX XXXXX XXXX XX XXXXXXXX PLC
By:__________________________________________
Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By:__________________________________________
Name:
Title:
THE BANK OF NEW YORK
By:__________________________________________
Name:
Title:
DRESDNER BANK LATEINAMERIKA AG MIAMI AGENCY
By:__________________________________________
Name:
Title:
By:__________________________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:__________________________________________
Name:
Title:
5
AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED
By:__________________________________________
Name:
Title:
MELLON BANK N.A.
By:__________________________________________
Name:
Title:
BANK HAPOALIM
By:__________________________________________
Name:
Title:
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