SCHEDULE 6.1.3
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SUBSIDIARIES SCHEDULE
6.1.11
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PLEDGED COLLATERAL SCHEDULE 6.1.19
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INSURANCE POLICIES
SCHEDULE 7.1.1(d)(i)
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OPINION OF COUNSEL (IN HOUSE COUNSEL) SCHEDULE
7.1.1(d)(ii)
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OPINION OF COUNSEL (REED SMITH LLP) SCHEDULE 7.1.1(d)(iii)
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OPINION OF LOCAL COUNSEL SCHEDULE 7.1.1(o)
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AMENDMENTS AND
ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 7.1.1(p)
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LIEN SEARCHES
SCHEDULE 8.1.17
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EXCLUDED ASSETS SCHEDULE 8.1.18
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POST-CLOSING
MATTERS SCHEDULE 8.2.1
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PERMITTED INDEBTEDNESS SCHEDULE 8.2.3
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PERMITTED GUARANTIES
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(G)(1)
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GUARANTOR JOINDER EXHIBIT
1.1(G)(2)
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GUARANTY AGREEMENT EXHIBIT 1.1(G)(3)
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CONSOL GUARANTY
AGREEMENT EXHIBIT 1.1(I)(1)
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INDEMNITY EXHIBIT 1.1(I)(2)
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CONSOL
INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3)
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INTERCOMPANY
SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE EXHIBIT
1.1(N)(2)
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SWING LOAN NOTE EXHIBIT 2.5.1
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LOAN REQUEST EXHIBIT
2.5.2
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SWING LOAN REQUEST EXHIBIT 8.3.4
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QUARTERLY COMPLIANCE
CERTIFICATE
-viii-
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of April 12, 2011 and is made by and among CNX GAS
CORPORATION, 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 (hereinafter referred to in such capacity as the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the lenders party thereto, Bank of
America, N.A., in its capacity as syndication agent, and PNC Bank, National
Association, in its capacity as administrative agent for the Lenders, entered
into that certain Credit Agreement, dated as of May 7, 2010 (the "Existing
Credit Agreement"), providing for a $700,000,000 revolving credit facility to
the Borrower;
WHEREAS, the Borrower has requested that the Lenders amend and restate the
Existing Credit Agreement to increase the Revolving Credit Commitments and as
otherwise set forth herein;
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:
"Administrative Agent" shall mean PNC Bank, National Association, and its
successors and assigns.
"Administrative Agent's Fee" shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
"Administrative Agent's Letter" shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
"Affiliate" as to any Person shall mean any other Person (i) which directly or
indirectly controls,