Terms of Payment
115
11.1.2
Tranche B Credit-Linked Deposits; Extension of Tranche B Maturity Date;
Modification of Terms of Payment
116
11.1.3
Release of Collateral
116
11.1.4
Release of Guarantor
116
11.1.5
Relative
Rights Among Lenders
116
11.1.6
Miscellaneous
116
11.2
No
Implied Waivers; Cumulative Remedies; Writing Required
117
11.3
Reimbursement and Indemnification of Lenders by the Borrower; Taxes
117
11.4
Holidays
118
vi
11.5
Funding by Branch, Subsidiary or Affiliate
118
11.5.1
Notional Funding
118
11.5.2
Actual Funding.
119
11.6
Notices
119
11.7
Severability
120
11.8
Governing Law
120
11.9
Prior Understanding
120
11.10
Duration; Survival
120
11.11
Successors and Assigns
121
11.12
Confidentiality
124
11.12.1
General
124
11.12.2
Sharing Information With Affiliates
of the Lenders.
125
11.13
Counterparts
125
11.14
[Intentionally Omitted.]
125 0
11.15
Exceptions
125
11.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL
126
11.17
Certifications From
Lenders and Participants
126
11.17.1
Tax Withholding.
126
11.17.2
USA Patriot Act.
127
11.18
Joinder of Guarantors
128
11.19
Register
128
vii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS; TRANCHE B CREDIT-LINKED DEPOSITS AND ADDRESSES
FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(R)
REAL PROPERTY
SCHEDULE 2.9.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 3.1(b)
-
CERTIFICATE OF DEPOSIT TERMS AND CONDITIONS
SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.3
-
SUBSIDIARIES
SCHEDULE 6.1.15
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18
-
PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.19
-
INSURANCE POLICIES
SCHEDULE 6.1.23
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.25
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.1.16
-
ASSETS EXCLUDED FROM LIENS
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
-
PERMITTED GUARANTIES EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C)
-
COLLATERAL TRUST AGREEMENT
EXHIBIT 1.1(D)(1)
-
DEED OF TRUST (OIL AND GAS - PIPELINE)
EXHIBIT 1.1(D)(2)
-
TERMINAL INDEMNITY DEED OF TRUST
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)
-
INDEMNITY
EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)
-
MORTGAGE
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT ASSIGNMENT
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)
-
SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)
-
SWING LOAN NOTE
EXHIBIT 2.5.1
-
LOAN REQUEST; RATE REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 7.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.4(B)
-
OPINION OF MCGUIRE WOODS LLP
EXHIBIT 7.1.4(C)
-
OPINION OF LOCAL COUNSEL
EXHIBIT 7.1.4(D)
-
OPINION OF PIPER RUDNICK LLP
EXHIBIT 7.1.15
-
SOLVENCY CERTIFICATE
EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.4
-
QUARTERLY COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of June 30, 2004 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),
LASALLE BANK NATIONAL ASSOCIATION, SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH and
SUNTRUST BANK, each in its capacity as a co-documentation agent, and CITICORP
NORTH AMERICA, INC. and PNC BANK, NATIONAL ASSOCIATION, in their capacity as
co-administrative agents for the Lenders under