REAL PROPERTY SCHEDULE 2.9
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EXISTING LETTERS OF
CREDIT SCHEDULE 6.1.1
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QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2
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SUBSIDIARIES SCHEDULE 6.1.13
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INSURANCE POLICIES SCHEDULE 6.1.24
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STATUS OF PLEDGED COLLATERAL SCHEDULE
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AMENDMENTS AND
ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE
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LIEN SEARCHES
SCHEDULE 8.1.14
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ASSETS EXCLUDED FROM LIENS SCHEDULE 8.1.16
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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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CNX GAS
GUARANTY AGREEMENT EXHIBIT 1.1(I)(1)
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INDEMNITY EXHIBIT 1.1(I)(2)
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CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3)
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INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M)
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MORTGAGE EXHIBIT
1.1(N)
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SWING LOAN NOTE EXHIBIT 1.1(R)
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REVOLVING CREDIT NOTE
EXHIBIT 2.5.1
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LOAN 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
REED SMITH 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
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AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April 12, 2011 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 to the terms and conditions in this Agreement; and
WHEREAS, the liens, security interests and guaranties securing and supporting
the 2010 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:
"2007 Credit Agreement" shall mean the Credit Agreement dated as of June 27,
2007 among the Borrower, the guarantors party thereto, the lenders party
thereto, PNC Bank, National Association, as co-administrative agent for the
lenders, and certain other parties.
"2010 Credit Agreement" shall have the meaning assigned to that term in the
recitals hereof.
"Account" shall have