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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Loan Agreement

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT | Document Parties: CIT Capital USA Inc | ICG, LLC | International Coal Group, Inc | Issuing Banks, UBS Loan Finance LLC | Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, NA | JP Morgan Securities Inc | Swingline Lender and UBS AG | UBS Securities LLC | Wachovia Bank, N.A. You are currently viewing:
This Loan Agreement involves

CIT Capital USA Inc | ICG, LLC | International Coal Group, Inc | Issuing Banks, UBS Loan Finance LLC | Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, NA | JP Morgan Securities Inc | Swingline Lender and UBS AG | UBS Securities LLC | Wachovia Bank, N.A.

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Title: FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: New York     Date: 3/1/2007
Industry: Coal     Law Firm: Jones Day;Latham Watkins     Sector: Energy

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Parties: cit capital usa inc , icg  llc , international coal group  inc , issuing banks  ubs loan finance llc , joint lead arrangers and joint bookrunners  jpmorgan chase bank  na , jp morgan securities inc , swingline lender and ubs ag , ubs securities llc , wachovia bank  n.a.
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Exhibit 10.30

EXECUTION VERSION

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT, dated as of January 31, 2007 (this “First Amendment” ), is by and among International Coal Group, Inc., a Delaware corporation (“ Holdings ”), ICG, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Holdings ( “Borrower” ) and the Lenders (as defined below) party hereto, and is with respect to the Second Amended and Restated Credit Agreement, dated as of June 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among Holdings, Borrower, the Guarantors party thereto, the lenders party thereto (the “Lenders” ), J.P. Morgan Securities Inc. and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. and CIT Capital USA Inc., as Co-Syndication Agents, Bank of America, N.A. and Wachovia Bank, N.A., as Co-Documentation Agents, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Issuing Banks, UBS Loan Finance LLC, as Swingline Lender and UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent. Capitalized terms used but not defined in this First Amendment have the meanings given to such terms in the Credit Agreement.

RECITALS

WHEREAS, Borrower wishes to make certain amendments to the Credit Agreement, as more particularly described in Article I of this First Amendment; and

WHEREAS, the Lenders party hereto are willing to agree to such amendments on the terms and subject to the conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

AMENDMENTS TO CREDIT AGREEMENT

Section 1.01 Amendments Related to Additional Revolving Commitments .

(a) The following terms are added to Section 1.01 of the Credit Agreement in their proper alphabetical order:

First Amendment ” shall mean the First Amendment to this Agreement, dated as of January 31, 2007.

First Amendment Effective Date ” shall mean the date on which of each of the conditions set forth in Article II of the First Amendment has been either satisfied or waived.

(b) Subparts (a), (e) and (f) of the definition of “ Consolidated EBITDA ” are deleted in their entirety and replaced respectively with the following:

 


(a) Consolidated Interest Expense for such period plus to the extent directly related to the Transactions, amortization of debt issuance costs, debt discount or premium and other financing fees and expenses,

(e) the aggregate amount of charges reducing Consolidated Net Income that are directly incurred in connection with (i) the Sago Mine Incident (not to exceed $15.2 million) and (ii) the Viper Mine Incident (not to exceed $3.5 million); provided that such charges shall not be included in Consolidated EBITDA for the purposes of determining the Applicable Margin or the Commitment Fee pursuant to Annex I ,

(f) for any twelve-month period following the twelve-month period in which the Sago Mine Incident and/or the Viper Mine Incident occurred, the aggregate amount of any extraordinary, non-recurring charges, as certified by a Financial Officer of Borrower (not to exceed $10.0 million in any twelve-month period); provided that such extraordinary, non-recurring charges shall not be included in Consolidated EBITDA for the purposes of determining the Applicable Margin or the Commitment Fee pursuant to Annex I ,

(c) Paragraph (x) of the definition of “ Permitted Acquisitions ” is deleted in its entirety and replaced with the following:

(x) after giving effect to such transaction, the aggregate Acquisition Consideration for all Permitted Acquisitions shall not (A) at any time prior to January 1, 2009, exceed $50.0 million or (B) at any time on or after January 1, 2009, exceed $150.0 million (exclusive in the case of both (A) and (B) of any amounts financed by Excluded Issuances); provided that, in each case, any Equity Interests constituting all or a portion of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Revolving Maturity Date; and

(d) Sections 6.01(e)(i)(i) and (g) of the Credit Agreement are deleted in their entirety and replaced respectively with the following:

(e)(i)(i) such Indebtedness (other than any Indebtedness incurred pursuant to this section relating to the financing (or refinancing) of the Borrower’s headquarters in Scotts Depot, West Virginia) is incurred before or within 180 days after such acquisition or the completion of such construction or improvement,

(g) Indebtedness in respect of bid, performance, surety or Reclamation bonds issued for the account of any Company in the ordinary course of business, or any similar financial assurance obligations under Environmental Laws or worker’s compensation laws or with respect to self-insurance obligations, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); provided that such Indebtedness is not secured by any Lien other than a Lien described in Section 6.02(t) ;

(e) Sections 6.10(a) and (b) of the Credit Agreement are deleted in their entirety and replaced with the following:

(a) Maximum Leverage Ratio . Permit the Leverage Ratio, at any date during any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

 

2

 


Period

   Leverage Ratio
January 1, 2007 to March 31, 2007    3.75 to 1.0
April 1, 2007 to September 30, 2007    4.00 to 1.0
October 1, 2007 to December 31, 2007    4.25 to 1.0
January 1, 2008 to March 31, 2008    4.50 to 1.0
April 1, 2008 to June 30, 2008    4.00 to 1.0
July 1, 2008 to September 30, 2008    3.50 to 1.0
October 1, 2008 to December 31, 2008    3.00 to 1.0
January 1, 2009 and thereafter    2.75 to 1.0

(b) Minimum Interest Coverage Ratio . Permit the Consolidated Interest Coverage Ratio, at the last day of any Test Period during the periods set forth table below, to exceed the ratio set forth opposite such period in the table below:

 

Test Period

   Interest Coverage Ratio
January 1, 2007 to March 31, 2007    3.00 to 1.0
April 1, 2007 to September 30, 2007    2.75 to 1.0
October 1, 2007 to March 31, 2008    2.25 to 1.0
April 1, 2008 to June 30, 2008    2.50 to 1.0
July 1, 2008 to September 30, 2008    2.75 to 1.0
October 1, 2008 to December 31, 2008    3.50 to 1.0
January 1, 2009 and thereafter    4.00 to 1.0

(f) The table in Section 6.10(d) of the Credit Agreement is deleted in its entirety and replaced with the following:

 

Period

   Amount (in millions)
January 1, 2007 to December 31, 2007    $175,000,000
January 1, 2008 to December 31, 2008    $200,000,000
January 1, 2009 to December 31, 2009    $200,000,000
January 1, 2010 to December 31, 2010    $200,000,000
January 1, 2011 to December 31, 2011    $100,000,000

(g) Clause (z) of the proviso in Section 6.10(d) is deleted in its entirety and replaced with the following:

 

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(z) the amount set forth in the table above for any period may be increased by an amount equal to (A) 50% of (B) the amount of (1) any Indebtedness incurred under Section 6.01(n) and/or Section 6.01(o) which a Responsible Officer of the Borrower has certified to the Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures and (2) any Equity Interests issued under Section 6.13 which a Responsible Officer of the Borrower has certified to the Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures, so long as the aggregate increase in Capital Expenditures permitted by this proviso since the First Amendment Effective Date does not exceed $250.0 million.

(h) The table entitled “ Applicable Margin for Revolving Loans, Swingline Loans and LC Participation Fee ” in Annex 1 of the Credit Agreement is deleted in its entirety and replaced with the following:

 

    

Revolving Loans and Swingline Loans

(and LC Participation Fee)

 

Leverage

Ratio*

   Eurodollar     ABR  

Level I

³ 3.75:1.0

   3.00 %   2.00 %

Level II **

<3.75:1.0 but

³ 2.50:1.0

   2.75 %   1.75 %

Level III

<2.50:1.0 but

>2.00:1.0

   2.50 %   1.50 %

Level IV

£ 2.00:1.0

   2.25 %   1.25 %

(i) A new footnote “**” is inserted in Annex 1 of the Credit Agreement as follows: “** Note: As of the First Amendment Effective Date, the Applicable Margin shall be set at Level II and shall be adjusted, if applicable, starting April 1, 2007.”

(j) The table entitled “ Applicable Fee ” in Annex 1 of the Credit Agreement is deleted in its entirety and replaced with the following:

 

Leverage

Ratio*

  

Applicable Fee (at

any time when the
Revolving Exposure
is
³ $162,500,000)

    Applicable Fee (at
any time when the
Revolving Exposure
is <$162,500,000)
 

Level I

>2.00:1.0

   0.50 %   0.625 %

Level II

£ 2.00:1.0

   0.375 %   0.50 %

 

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ARTICLE II.

CONDITIONS TO EFFECTIVENESS

Section 2.01 Conditions to Consent and Certain Amendments . The effectiveness of the amendments contained in Article I of this First Amendment are conditioned upon satisfaction of the following conditions precedent (the date on which all such conditions precedent have been satisfied being referred to herein as the “ First Amendment Effective Date ”).

(a) Fees .

(i) The Arrangers and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable legal fees and expenses of Latham & Watkins LLP, special counsel to the Agents, and the reasonable fees and expenses of any local counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document.

(ii) The Administrative Agent shall have received, for the benefit of each Lender whose signature page to this First Amendment has been received, no later than the date on which each of the other conditions in this Section 2.01 are satisfied, a fee equal to 0.25% of the aggregate Revolving Commitments, as of the First Amendment Effective Date, of each such Lender, which such fee shall be allocated pro rata among such Lenders.

(b) Loan Documents . All legal matters incident to this First Amendment and the transactions contemplated hereby and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents required to be executed and delivered on the First Amendment Effective Date, including but not limited to, (i) this First Amendment and (ii) the consent of the Guarantors attached hereto as Exhibit A executed by each of the Guarantors (including any persons becoming Guarantors on the date hereof).

(c) Officers’ Certificate . The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by the vice president


 
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