Amendment No. 2 to Collateral Trust Agreement



 Exhibit 10.75 
  
 AMENDMENT NO. 2 TO COLLATERAL TRUST AGREEMENT 
  
 THIS AMENDMENT NO. 2 TO COLLATERAL TRUST AGREEMENT (“Amendment”), dated as of April 1, 2005, is made by and among
CONSOL Energy Inc., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the “Designated Subsidiaries”, collectively with the Borrower, the “Loan Parties”),
Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as corporate trustee (the “Corporate Trustee”), and David A. Vanaskey, an individual residing in the State of Delaware, not in his
individual capacity but solely as individual trustee (the “Individual Trustee”; the Corporate Trustee and the Individual Trustee are each, individually, a “Collateral Trustee” and collectively, the
“Collateral Trustees”), as trustees for the Secured Parties; 
  
 WITNESSETH 
  
 WHEREAS, the
parties hereto are parties to that certain Collateral Trust Agreement, dated as of June 30, 2004, as amended pursuant to Amendment No. 1 to Collateral Trust Agreement dated as of April 1, 2005 (the “Collateral Trust Agreement”).
Capitalized terms not otherwise defined herein shall have the respective meanings given to them under the Collateral Trust Agreement; and 
  
 WHEREAS, the Borrower has requested that the Collateral Trust Agreement be amended to (a) reflect the release of the entities listed on Exhibit A
hereto (the “Released Parties”) and (b) clarify the effective time of release of collateral under certain conditions; and 
  
 WHEREAS, the parties hereto agree to amend the Collateral Trust Agreement on the terms and conditions set forth below; and 
  
 WHEREAS, the Loan Parties listed on Exhibit B (collectively, the
“Merged Parties”) have been merged into other Loan Parties; 
  
 NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows: 
  
 1. Recitals. The recitals set forth above are hereby incorporated
herein by reference. 
  
 2. Release. The Released Parties,
as of the date hereof, are hereby released from all obligations under the Collateral Trust Agreement. Each of the Loan Parties not released hereby and the Collateral Agents consents to the release of the Released Parties from all obligations under
the Collateral Trust Agreement and further acknowledges and agrees that, as of the date hereof, the Released Parties are no longer Loan Parties or Designated Subsidiaries for the purposes of the Collateral Trust Agreement. 









 3. Amendments to Collateral Trust Agreement. 
  
 (a) The defined term “Designated Subsidiaries” set forth in
the first paragraph of the Collateral Trust Agreement is hereby amended to exclude the Released Parties and the Merged Parties. 
  
 (b) Section 6.3(a) of the Collateral Trust Agreement is hereby amended and restated in its entirety as follows: 
  
 “(a) The release of the applicable Collateral shall be
effective (i) upon the occurrence of the events specified in Section 6.1(i), (ii) in connection with an event described in Section 6.l(ii), upon the expiration of five (5) Business Days following receipt by the Collateral Trustees of a Release
Notice not acknowledged and consented to in writing by the Credit Facility Agent at the time such Release Notice is sent to Collateral Trustee, unless, prior to the expiration of such period, the Collateral Trustees shall have received a certificate
in writing from the Credit Facility Agent to the effect set forth in the second sentence of Section 6.2(a), in which event the release of Collateral shall not be effective until the date on which any of the events set forth in Section 6.2(b) shall
occur, or (iii) in connection with an event described in Section 6.1(ii), upon receipt by the Collateral Trustees of a Release Notice acknowledged and consented to in writing by the Credit Facility Agent.” 
  
 4. Condition Precedent. The Loan Parties and the Collateral Trustees
acknowledge that this Amendment shall not be effective until each of the Loan Parties and the Collateral Trustees shall have executed this Amendment and the Credit Facility Agent shall have executed a Consent to this Amendment in the form attached
as Exhibit C hereto. 
  
 5. Incorporation into
Collateral Trust Agreement. This Amendment shall be incorporated into the Collateral Trust Agreement by this reference. All terms, provisions, representations, warranties and covenants set forth herein shall be a part of the Collateral Trust
Agreement as if originally contained therein. Any reference to the Collateral Trust Agreement in any Loan Document, instrument or agreement shall hereafter mean the Collateral Trust Agreement as amended by this Agreement. 
  
 6. Full Force and Effect. Except as expressly modified by this
Amendment, all of the terms, conditions, representations, warranties and covenants contained in the Collateral Trust Agreement are true and correct and shall continue in full force and effect, including without limitation, all liens and security
interests securing the Borrower’s obligations under the Secured Debt. 
  
 7. Counterparts. This Amendment may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts
shall together constitute one and the same instrument. 
  

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 8. Severability, If any term of this Amendment or any application thereof shall be held to be
invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term shall in no way be affected thereby. 
  
 9. Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendments to the
Collateral Trust Agreement contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to such amendments. No representation, promise, inducement or statement of intention
has been made by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein. 
  
 10. Governing Law. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the internal laws of the State of Delaware applicable to contracts made and to be performed in said State. 
  
 [SIGNATURES APPEAR ON FOLLOWING PAGES] 
  

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 [SIGNATURE PAGE TO AMENDMENT NO. 2 
 TO COLLATERAL TRUST AGREEMENT] 
  
 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment No. 2 to Collateral Trust Agreement as of the day and year first above written with the intention that
it constitute a sealed instrument. 
  

									
	 Corporate Trustee:
	 	 	 	 WILMINGTON TRUST COMPANY, not in its
 individual capacity, but solely as Corporate Trustee

					
	 	 	 	 	 	 	By:	 	 /s/ Rosemary Kennard

	 	 	 	 	 	 	 Name:
	 	 Rosemary Kennard

	 	 	 	 	 	 	 Title:
	 	 Assistant Vice President

			
	 Individual Trustee:
	 	 	 	 /s/ David A. Vanaskey

	 	 	 	 	DAVID A. VANASKEY, not in his individual
capacity, but solely as Individual Trustee
			
	 Loan Parties:
	 	 	 	CONSOL ENERGY INC.
					
	 	 	 	 	 	 	By:	 	 /s/ William J. Lyons

	 	 	 	 	 	 	 Name:
	 	 William J. Lyons

	 	 	 	 	 	 	 Title:
	 	Executive Vice President and
Chief Financial Officer
			
	 Attest:
	 	 	 	CNX GAS CORPORATION
				
	 /s/ Gary J. Bench
	 	 	 	By:	 	 /s/ Ronald E. Smith

	 Gary J. Bench, Secretary
	 	 	 	 Name:
	 	 Ronald E. Smith

	 	 	 	 	 	 	 Title:
	 	 Chief Operating Officer


  

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	 CENTRAL OHIO COAL COMPANY
 CHURCH STREET HOLDINGS, INC.
 CONSOL FINANCIAL INC.
 CONSOL OF CANADA INC.
 CONSOL OF KENTUCKY INC.
 CONSOL PENNSYLVANIA COAL
COMPANY
 CONSOLIDATION COAL COMPANY
 EIGHTY-FOUR MINING COMPANY
 HELVETIA COAL COMPANY IC COAL, INC.
 ISLAND CREEK COAL COMPANY
 KEYSTONE COAL MINING CORPORATION
 LAUREL RUN MINING COMPANY
 LEATHERWOOD, INC.
 McELROY COAL COMPANY
 NEW CENTURY HOLDINGS, INC.
 QUARTO MINING COMPANY
 ROCHESTER & PITTSBURGH COAL COMPANY
 SOUTHERN OHIO COAL COMPANY
 TWIN RIVERS TOWING COMPANY
 WINDSOR COAL COMPANY
 WOLFPEN KNOB DEVELOPMENT COMPANY

			
	By:	 	 /s/ John M. Reilly
	 	(Seal)
	John M. Reilly, Treasurer of each Loan Party listed above on behalf of each such Loan Party
	
	 CNX LAND RESOURCES INC.
 MTB INC.
 RESERVE COAL PROPERTIES COMPANY

			
	By:	 	 /s/ William D. Stanhagen
	 	(Seal)
	William D. Stanhagen, President of each Loan Party listed above on behalf of each such Loan Party












					
	 CNX MARINE TERMINALS INC.
 CONSOL
DOCKS INC.
 TWIN RIVERS TOWING COMPANY

			
	By:	 	 /s/ James J. McCaffrey
	 	(Seal)
	James J. McCaffrey, President of each Loan Party listed above on behalf of each such Loan Party
	
	CONSOL SALES COMPANY
			
	By:	 	 /s/ James J. McCaffrey
	 	(Seal)
	 Name:
	 	 James J. McCaffrey

	 Title:
	 	 Vice President

	
	TERRA FIRMA COMPANY
			
	By:	 	 /s/ James A. Russell
	 	(Seal)
	 Name:
	 	 James A. Russell

	 Title:
	 	 President

	
	CARDINAL STATES GATHERING
COMPANY
		
	By:	 	CONSOLIDATION COAL COMPANY, a general partner
			
	By:	 	 /s/ William D. Stanhagen
	 	(Seal)
	 Name:
	 	 William D. Stanhagen

	 Title:
	 	 Vice President

	
	CNX GAS COMPANY LLC
		
	By:	 	CONSOLIDATION COAL COMPANY, its sole member
			
	By:	 	 /s/ William D. Stanhagen
	 	(Seal)
	 Name:
	 	 William D. Stanhagen

	 Title:
	 	 Vice President













					
	CONRHEIN COAL COMPANY	 	 
		
	By:	 	 CONSOLIDATION COAL COMPANY, a
 general
partner

			
	By:	 	 /s/ William D. Stanhagen
	 	 (Seal)

	 Name:
	 	 William D. Stanhagen
	 	 
	 Title:
	 	 Vice President
	 	 
		
	CONSOL OF WV LLC	 	 
			
	By:	 	 /s/ Robert M. Vukas
	 	 (Seal)

	 Name:
	 	 Robert M. Vukas
	 	 
	 Title:
	 	 Manager
	 	 











 EXHIBIT A 
  
 RELEASED PARTIES 
  
 Cardinal States Gathering Company 
 CNX Gas
Company LLC 
 CNX Gas Corporation 









 EXHIBIT B 
  
 MERGED PARTIES 
  
 Jeffco Coal Company 
 The White Star Coal Co.,
Inc. 
 United Eastern Coal Sales Corporation 
 Greene Energy LLC