CREDIT SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS 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 (McGUIREWOODS LLP) SCHEDULE
8.1.17
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EXCLUDED ASSETS 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(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(N)(1)
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REVOLVING CREDIT
NOTE EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE EXHIBIT 1.1(P)
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PLEDGE
AGREEMENT EXHIBIT 1.1(S)
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SECURITY AGREEMENT 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
vii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
May 7, 2010 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 has requested the Lenders to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$700,000,000; and
WHEREAS, the revolving credit facility shall be used for (i) refinancing all
amounts outstanding under the Existing Credit Agreement (as hereinafter defined)
and (ii) general corporate purposes of the Loan Parties, including without
limitation, transaction fees and expenses, Letters of Credit, Permitted
Acquisitions, and working capital and capital expenditures of the Loan Parties;
and
WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth.
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, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 10% or more of any class of the
voting or other equity interests of such Person, or
(iii) 10% or more of any class of voting interests or other equity interests of
which is beneficially owned or held, directly or indirectly, by such Person.
Control, as used in this definition, shall mean