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Exhibit 10.10
EXECUTION COPY
AMENDMENT NO.5 TO AMENDED
AND RESTATED
CONSTRUCTION AND TERM LOAN AGREEMENT
This AMENDMENT
NO. 5 TO AMENDED AND RESTATED CONSTRUCTION AND TERM LOAN AGREEMENT,
dated as of August 23, 2000 (this " Amendment "), is made by
and among (i) WESTMORELAND-LG&E PARTNERS, a Virginia general
partnership, as Borrower, (ii) CREDIT SUISSE FIRST BOSTON, NIB
CAPITAL BANK N.V., THE BANK OF NOVA SCOTIA, THE SUMITOMO BANK,
LIMITED, New York Branch, THE SANWA BANK LIMITED, UNION BANK, THE
FUJI BANK LIMITED, New York Branch, CREDIT LYONNAIS, New York
Branch, CREDIT LYONNAIS, Cayman Island Branch, LANDESBANK
HESSEN-THURINGEN GIROZENTRALE and each Purchasing Lender, as
Lenders, (iii) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA as
Institutional Lender and as Institutional Agent (together with its
successors in each such capacity) and each Purchasing Institutional
Lender, (iv) CREDIT SUISSE FIRST BOSTON, New York Branch, as the
Issuing Bank, (together with its successors in each such capacity)
(v) CREDIT SUISSE FIRST BOSTON, NIB CAPITAL BANK N.V., THE BANK OF
NOVA SCOTIA and THE SUMITOMO BANK, LIMITED, New York Branch, as
Co-Agents (together with their successors in such capacity) and
(vi) CREDIT SUISSE FIRST BOSTON, as Agent for the Lenders, the
Institutional Lenders and the Issuing Bank (together with its
successors in such capacity).
W I T N E S S E T H
:
WHEREAS, the
Amended and Restated Construction and Term Loan Agreement, dated as
of December 1, 1993 as amended by Amendment No. 1 dated as of
November 4, 1994, Amendment No. 2 dated as of December 30, 1994,
Amendment No. 3 dated as of January 31, 1995, Amendment No. 4 dated
as of October 19, 1995 each among Borrower, the Lenders, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent
and the letter agreement, dated July 20, 1999, from Credit Suisse
First Boston as Agent, as Issuing Bank, as Co-Agent and as
Securities Intermediary, and acknowledged and agreed to by the
Borrower, the Lenders, the Institutional Lenders and the
Institutional Agent (the "Credit Agreement") sets forth, among
other things, the terms and conditions upon which the Lenders and
the Institutional Lenders are willing to make available to Borrower
certain Loans and Institutional Loans (unless otherwise defined
herein, capitalized terms used herein and defined in the Credit
Agreement (including Exhibit X thereto) shall have the meanings
indicated therein); and
WHEREAS,
Borrower, the Lenders, the Institutional Lenders, the Issuing Bank,
the Co-Agents and Agent desire to amend the Credit Agreement as
provided herein;
1
NOW, THEREFORE,
it is agreed:
Section 1.
. Amendments . Subject to the limitations
contained in Section 2 hereof, Exhibit X of the Credit Agreement is
hereby amended as follows:
(a)
The definition of " Lime Supplier " is hereby amended by
inserting the words "Global Stone" immediately before the word
"Chemstone" therein.
(b)
The definition of " Rova I Lime Supply Agreement " is
amended and restated in its entirety as follows:
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"" Rova I Lime Supply Agreement " means
the Agreement between Westmoreland-LG&E Partners and Global
Stone Chemstone Corporation for the Sale and Purchase of Lime,
Roanoke Valley I, dated as of Au
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