11.8 SUCCESSORS AND ASSIGNS
116119
11.8.1 SUCCESSORS AND ASSIGNS GENERALLY
116119
11.8.2 ASSIGNMENTS BY LENDERS
116120
11.8.3 REGISTER
118121
11.8.4 PARTICIPATIONS
118122
11.8.5 LIMITATIONS UPON PARTICIPANT RIGHTS
119122
11.8.6 CERTAIN PLEDGES; SUCCESSORS AND ASSIGNS GENERALLY
119122
11.9 CONFIDENTIALITY
119123
11.9.1 GENERAL
119123
11.9.2 SHARING INFORMATION WITH AFFILIATES OF THE LENDERS
120123
11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS
120123
11.11 GOVERNING LAW, ETC.
120124
11.11.1 GOVERNING LAW
120124
11.11.2 SUBMISSION TO JURISDICTION
120124
11.11.3 WAIVER OF VENUE
121124
11.11.4 SERVICE OF PROCESS
121125
11.11.5 WAIVER OF JURY TRIAL
121125
11.12 CERTAIN OTHER COLLATERAL MATTERS
122125
11.13 USA PATRIOT ACT NOTICE
122126
11.14 AMENDMENT AND RESTATEMENT
122126
11.15 NO FIDUCIARY DUTY
123127
-vi-
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C)
-
REORGANIZATION PRIOR TO CLOSING OF CCC TRANSACTION
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(R)
-
REAL PROPERTY
SCHEDULE 2.9
-
EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2
-
SUBSIDIARIES
SCHEDULE 6.1.13
-
INSURANCE POLICIES
SCHEDULE 6.1.24
-
STATUS OF PLEDGED COLLATERAL
SCHEDULE
-
AMENDMENTS AND ASSIGNMENTS OF SECURITY DOCUMENTS
SCHEDULE
-
LIEN SEARCHES
SCHEDULE 8.1.14
-
ASSETS EXCLUDED FROM LIENS
SCHEDULE 8.1.16
-
POST-CLOSING MATTERS
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
-
PERMITTED GUARANTIES EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
-
NEW LENDER JOINDER
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
CNX GAS GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)
-
INDEMNITY
EXHIBIT 1.1(I)(2)
-
CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(I)(3)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)
-
MORTGAGE
EXHIBIT 1.1(N)
-
SWING LOAN NOTE
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 2.5.1
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 7.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.4(B)
-
OPINION OF REED SMITH LLP
EXHIBIT 7.1.4(C)
-
OPINION OF LOCAL COUNSEL
EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.4
-
QUARTERLY COMPLIANCE CERTIFICATE
-vii-
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April 12, 2011 (and
amended by Amendment No. 1 on December 5, 2013) and is made by and among CONSOL
ENERGY INC., a Delaware corporation (the "Borrower"), EACH OF THE GUARANTORS (as
hereinafter defined), the LENDERS (as hereinafter defined), BANK OF AMERICA,
N.A., in its capacity as syndication agent (the "Syndication Agent"), and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the
Lenders under this Agreement (the "Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the lenders party thereto, Bank of
America, N.A., as syndication agent, and PNC Bank, National Association, as
administrative agent for the Lenders, entered into that certain Amended and
Restated Credit Agreement, dated as of May 7, 2010 (the "2010 Credit
Agreement"), providing for a $1,500,000,000 revolving credit facility to the
Borrower; and
WHEREAS, the Borrower has requested the Lenders amend and restate the 2010
Credit Agreement as set forth herein; and
WHEREAS, the Lenders agree to amend and restate the 2010 Credit Agreement
subject