Fargo Bank, National Association, as trustee (the
"Trustee") for the 2022 Notes.
3. $500,000,000 aggregate principal amount of the Borrower's 8.00% Senior
Notes due 2023 (the "2023 Notes").
4. Indenture, dated March 30, 2015, among the Borrower, the Guarantors and the
Trustee for the 2023 Notes.
Schedule 8.2.16
Existing Negative Pledge Agreements
None.
SCHEDULE 11.5.1
NOTICE INFORMATION
ADMINISTRATIVE AGENT:
Name:
PNC Bank, National Association
Address:
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention:
Richard C. Munsick
Telephone:
(412) 762-4299
Telecopy:
(412) 705-3232
Name:
Agency Services
Address:
PNC Firstside Center, 4th Floor
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention:
Kristen Wilk
Telephone:
(412) 768-0403
Telecopy:
(412) 762-8672
LOAN PARTIES:
Address:
CNX Center
1000 CONSOL Energy Drive
Canonsburg, PA 15317-6506
Attention:
Treasury Department
Telephone:
(724) 485-4338
Telecopy:
(724) 485-4825
EXHIBIT 1.1(A)
FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any Revolving Credit Commitments, letters of credit, guarantees, and swingline
loans included in such facilities), and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the