Exhibit 10.25
EXECUTION COPY
LETTER WAIVER
Dated as of February 8, 2002
To the banks, financial institutions
and other institutional lenders
(collectively, the "Banks")
-----
parties to the Loan 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, as amended by the Letter Amendment dated as of
January 7, 2002 (the "Loan Agreement") among the undersigned and you.
--------------
Capitalized terms not otherwise defined in this Letter Waiver have the same
meanings as specified in the Loan Agreement.
We hereby request that you waive, solely through January 10, 2003 (the
"Waiver Termination Date"), solely with respect to Pocahontas Gas Partnership,
-----------------------
the requirements of Section 7.1.9 of the Loan Agreement. On the Waiver
Termination Date, without any further action by the Agent and the Banks, all of
the terms and provisions set forth in the Loan Documents with respect to
Defaults thereunder that are waived hereunder and not cured prior to the Waiver
Termination Date shall have the same force and effect as if this Letter Waiver
had not been entered into by the parties hereto, and the Agent and the Banks
shall have all of the rights and remedies afforded to them under the Loan
Documents with respect to any such Defaults as though no waiver had been granted
by them hereunder.
This Letter Waiver shall become effective as of the date first above
written when, and only when, the Agent shall have received counterparts of this
Letter Waiver executed by us and the Required Banks or, as to any of the Banks,
advice satisfactory to the Agent that such Bank has executed this Letter Waiver,
and the consent attached hereto executed by each Guarantor. This Letter Waiver
is subject to the provisions of Section 10.1 of the Loan Agreement.
The Loan Agreement, the Notes and each of the other Loan Documents,
except to the extent of the waiver specifically provided above and as amended
hereby, 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 Waiver 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.
2
If you agree to the terms and provisions of this Letter Waiver, please
evidence such agreement by executing and returning at least two counterparts of
this Letter Waiver to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
This Letter Waiver 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 Waiver by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
CONSOL ENERGY INC.
By
---------------------------------
Title:
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Bank
By
----------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By
----------------------------------------
Title:
DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES
By
----------------------------------------
Title:
By
----------------------------------------
Title:
MELLON BANK, N.A.
By
----------------------------------------
3
Title:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By
----------------------------------------
Title:
PNC BANK, N.A.
By
----------------------------------------
Title:
NATIONAL CITY BANK
By
----------------------------------------
Title:
CONSENT
Dated as of February , 2002
----
The undersigned, each a Significant Subsidiary and a party to the
Significant Subsidiary Guaranty dated October 2, 2001 (the "Guaranty") in favor
--------
of the Agent, for its benefit and the benefit of the Banks parties to the Loan
Agreement referred to in the foregoing Letter Waiver, hereby consents to such
Letter Waiver and hereby confirms and agrees that notwithstanding the
effectiveness of such Letter Waiver, the Guaranty is, and shall continue to be,
in full force and effect and is hereby ratified and confirmed in all respects.
CONSOLIDATION COAL COMPANY
By
-----------------------------------
Title: Treasurer
CONRHEIN COAL COMPANY
By
-----------------------------------
Title: Treasurer
CONSOL FINANCIAL INC.
By
-----------------------------------
Title: Treasurer
CONSOL OF KENTUCKY INC.
By
-----------------------------------
Title: Treasurer
CONSOL PENNSYLVANIA COAL COMPANY
By
-----------------------------------
Title: Treasurer
EIGHTY-FOUR MINING COMPANY
By
-----------------------------------
Title: Treasurer
FAIRMONT SUPPLY COMPANY
By
-----------------------------------
Title: Attorney-in-Fact
ISLAND CREEK COAL COMPANY
By
-----------------------------------
Title: Treasurer
IC COAL INC.
By
-----------------------------------
Title: Treasurer
▇▇▇▇▇▇▇ COAL COMPANY
By
-----------------------------------
Title: Treasurer
ROCHESTER & PITTSBURGH COAL COMPANY
By
-----------------------------------
Title: Treasurer