SCHEDULE 8.1.14
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ASSETS EXCLUDED FROM LIENS SCHEDULE 8.2.1
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PERMITTED INDEBTEDNESS SCHEDULE 8.2.3
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PERMITTED GUARANTIES SCHEDULE
11.19
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ORIGINAL LOAN DOCUMENTS EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B)
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NEW LENDER
JOINDER EXHIBIT 1.1(C)
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COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT EXHIBIT
1.1(I)(1)
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INDEMNITY EXHIBIT 1.1(I)(2)
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INTERCOMPANY
SUBORDINATION AGREEMENT EXHIBIT 1.1(M)(1)
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MORTGAGE EXHIBIT 1.1(M)(2)
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AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(M)(3)
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AMENDMENT NO.
2 TO MORTGAGE EXHIBIT 1.1(P)(1)
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PATENT, TRADEMARK AND COPYRIGHT
ASSIGNMENT EXHIBIT 1.1(P)(2)
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PLEDGE AGREEMENT EXHIBIT 1.1(R)
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REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1)
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SECURITY AGREEMENT EXHIBIT
1.1(S)(2)
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SWING LOAN NOTE EXHIBIT 2.5.1
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LOAN REQUEST; RATE
REQUEST EXHIBIT 2.5.2
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SWING LOAN REQUEST EXHIBIT 7.1.4(A)
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OPINION OF COUNSEL EXHIBIT 7.1.4(B)
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OPINION OF MCGUIRE WOODS LLP
EXHIBIT 7.1.4(C)
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OPINION OF LOCAL COUNSEL EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.4
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QUARTERLY COMPLIANCE
CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 27, 2007 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), THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A., and UNION BANK OF
CALIFORNIA, N.A., each in its capacity as a co-syndication agent, and PNC BANK,
NATIONAL ASSOCIATION and CITICORP NORTH AMERICA, INC., in their capacity as
co-administrative agents for the Lenders under this Agreement (collectively, the
"Co-Administrative Agents").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the lenders party thereto, The Bank of
Nova Scotia, Bank of American, N.A. (as successor to Fleet National Bank), and
Union Bank of California, N.A., each in its capacity as a co-syndication agent,
and PNC Bank, National Association and Citicorp North America, Inc., as
co-administrative agents for the Lenders, are parties to that certain Amended
and Restated Credit Agreement, dated as of April 1, 2005 (the "Existing Credit
Agreement"), providing for a $750,000,000 revolving credit facility to the
Borrower; and
WHEREAS, the Borrower has requested the Lenders to amend and restate the
Existing Credit Agreement to provide a $1,000,000,000 revolving credit facility
with sub-facilities for the issuance of letters of credit and swing loans; and
WHEREAS, the Lenders agree to amend and restate the Existing Credit Agreement
subject to the terms and conditions in this Agreement; and
WHEREAS, the liens, security interests and guaranties securing and supporting
the Existing Credit Agreement shall continue to secure and support the
Obligations as amended and restated pursuant to this Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible, chattel
paper,