CNX 3.31.13 - EXHIBIT 10-1




AMENDMENT NO. 2 TO 
CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of March 12, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of April 12, 2011 as amended by Amendment No. 1 dated December 14, 2011 (the “Credit Agreement”), by and among CNX Gas Corporation (the “Borrower”), the lenders and agents party thereto and PNC Bank, National Association, as administrative agent (the “Administrative Agent”).  Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower has requested the amendments to the Credit Agreement set forth herein.
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.Amendments.  
(a)    The following defined term shall be added to Section 1.1 of the Credit Agreement:
“Greenshale Obligations” shall mean the obligations of Greenshale Energy, LLC (a Joint Venture) and its wholly-owned Subsidiaries, under, or in connection with, the acquisition or performance of any Joint Operating or Development Agreement, or the bidding for, or performance of, any, permit, license or similar authorization or petroleum agreement relating to the exploration, drilling, development or production of Hydrocarbon Interests. 
(b)    Guaranties. Section 8.2.3 of the Agreement is hereby amended by adding the following before the period:
“ ; and
(g)    any Guaranty by any Loan Party in the form of a performance guaranty in respect of the Greenshale Obligations; provided that (i) the Guaranty shall be required in the ordinary course of business of Greenshale Energy, LLC and (ii) in no event shall any such Guaranty be secured by any Collateral”.
(c)    Loans and Investments.  Clause (d) of Section 8.2.4 is hereby amended by replacing the “$25,000,000” in clause (ii) with “$100,000,000”.
(d)    Loans and Investments. Clause (i) of Section 8.2.4 is hereby amended and restated as follows:
“(i)    any Guaranty permitted by clause (a) or (g) of Section 8.2.3 [Guaranties];”.
2.    Condition Precedent. This Amendment shall be effective upon completion of each of the following conditions to the satisfaction of the Administrative Agent:
(a)    Execution and Delivery of Amendment.  The Borrower shall have executed this Amendment, and the Administrative Agent shall have received consent from the Required Lenders to execute and shall have executed this Amendment.
(b)    Fees.  The Borrower shall have paid all reasonable legal fees and expenses of counsel to the Administrative Agent for the preparation and execution of this Amendment.
(c)    Representations and Warranties. After giving effect to this Amendment, the representations and warranties in the Loan Documents are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).
(d)    No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
3.    Full Force and Effect.  Except as expressly modified by this Amendment, all of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, including without limitation, all liens and security interests granted pursuant to the Loan Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement on and after the effectiveness of this Amendment and all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
4.    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.
5.    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.
6.    Entire Agreement.  This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendments to the Credit 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.
7.    Governing Law.  This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles.
[SIGNATURES APPEAR ON FOLLOWING PAGES]


IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


CNX GAS CORPORATION
By: /s/ John M. Reilly    
Name:    John M. Reilly
Title:    Treasurer




PNC BANK, NATIONAL ASSOCIATION, 
as Administrative Agent






By: /s/ Richard C. Munsick    
Name:    Richard C. Munsick
Title:    Senior Vice President


BANK OF AMERICA, N.A., as a Lender
		
	By:
	/s/ Adam H. Fey                 
Name:    Adam H. Fey 
Title:    Director




Bank of Montreal, Chicago Branch, as a Lender
		
	By:
	/s/ Yacouba Kane                 
Name:    Yacouba Kane 
Title:    Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




The Bank of Nova Scotia, as a Lender
		
	By:
	/s/ Thane Rattew                 
Name:    Thane Rattew 
Title:    Managing Director




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
		
	By:
	/s/ Andrew Oram                 
Name:    Andrew Oram 
Title:    Managing Director




BOKF NA, dba BANK OF OKLAHOMA, as a Lender
		
	By:
	/s/ Eric Griffin                 
Name:    Eric Griffin 
Title:    Assistant Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




Branch Banking and Trust Company, as a Lender
		
	By:
	/s/ James Giordano                 
Name:    James Giordano 
Title:    Vice President




CAPITAL ONE, N.A., as a Lender
		
	By:
	/s/ Nancy Mak                     
Name:    Nancy Mak 
Title:    Senior Vice President




CIBC Inc., as a Lender
		
	By:
	/s/ Trudy Nelson                 
Name:    Trudy Nelson 
Title:    Authorized Signatory






By:    /s/ Richard Antl                     
Name:    Richard Antl 
Title:    Authorized Signatory


COMERICA BANK, as a Lender
		
	By:
	/s/ John S. Lesikar                 
Name:    John S. Lesikar 
Title:    Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




BBVA Compass (“Compass Bank”), as a Lender
		
	By:
	/s/ James Neblett                 
Name:    James Neblett 
Title:    Vice President




COMMONWEALTH BANK OF AUSTRALIA,  
as a Lender
		
	By:
	/s/ Ajay Lele                     
Name:    Ajay Lele 
Title:    Associate Vice President,


Natural Resources, Americas


For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:
	/s/ Blake Wright                 
Name:    Blake Wright 
Title:    Managing Director






By:    /s/ Mike McIntyre                 
Name:    Mike McIntyre 
Title:    Director


Fifth Third Bank, as a Lender
		
	By:
	/s/ Martin H. McGinty                 
Name:    Martin H. McGinty 
Title:    Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




First National Bank of Pennsylvania, as a Lender
		
	By:
	/s/ Jonathan D. Kowalski             
Name:    Jonathan D. Kowalski 
Title:    Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




GOLDMAN SACHS BANK USA, as a Lender
		
	By:
	/s/ Michelle Latzoni                 
Name:    Michelle Latzoni 
Title:    Authorized Signatory




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




JPMorgan Chase Bank, N.A., as a Lender
		
	By:
	/s/ Ryan Aman                     
Name:    Ryan Aman 
Title:    Authorized Officer




Natixis, as a Lender
		
	By:
	/s/ Carlos Quinteros                 
Name:    Carlos Quinteros 
Title:    Managing Director






By:    /s/ Timothy L. Polvado                 
Name:    Timothy L. Polvado 
Title:    Managing Director


The Royal Bank of Scotland plc, as a Lender
		
	By:
	/s/ David Slye                     
Name:    David Slye 
Title:    Authorised Signatory




TriState Capital Bank, as a Lender
		
	By:
	/s/ Paul J. Oris                     
Name:    Paul J. Oris 
Title:    Senior Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




PNC Bank, N.A., as a Lender
		
	By:
	/s/ Patrick J. Kerr                 
Name:    Patrick J. Kerr 
Title:    Senior Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




Sovereign Bank, N.A., as a Lender
		
	By:
	/s/ Robert D. Lanigan                 
Name:    Robert D. Lanigan 
Title:    Senior Vice President




THE HUNTINGTON NATIONAL BANK,  
as a Lender
		
	By:
	/s/ Joshua D. Elsea                 
Name:    Joshua D. Elsea 
Title:    Vice President, Commercial Banking




TD Bank, N.A., as a Lender
		
	By:
	/s/ Marla Willner                 
Name:    Marla Willner 
Title:    Senior Vice President




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:




UNION BANK, N.A., as a Lender
		
	By:
	/s/ Bradley Kraus                 
Name:    Bradley Kraus 
Title:    IBO




U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:
	/s/ Daniel K. Hansen                 
Name:    Daniel K. Hansen 
Title:    Vice President




Wells Fargo Bank, N.A., as a Lender
		
	By:
	/s/ Suzanne Ridenhour                 
Name:    Suzanne Ridenhour 
Title:    Director




For any institution requiring 
		
	a second signatory: 
	By:                                 
Name:     
Title:





CG&R Draft        US_ACTIVE-112049718.1-JSLAWLOR 04/22/2013 3:21 PM