Agent.
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LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
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PRICING GRID SCHEDULE 1.1(B)
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COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
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PERMITTED LIENS SCHEDULE 6.1.1
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QUALIFICATIONS TO
DO BUSINESS SCHEDULE 6.1.3
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SUBSIDIARIES SCHEDULE 6.1.24
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ENVIRONMENTAL DISCLOSURES 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(I)
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INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT
1.1(R)
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REVOLVING CREDIT NOTE EXHIBIT 1.1(S)
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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 7.1.4(A)
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OPINION OF
COUNSEL EXHIBIT 7.1.4(B)
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OPINION OF MCGUIRE WOODS LLP EXHIBIT
8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.4
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QUARTERLY COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of October 7, 2005 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), and
PNC BANK, NATIONAL ASSOCIATION and CITIBANK, N.A., in their capacity as
co-administrative agents for the Lenders under this Agreement (collectively, the
"Co-Administrative Agents").
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
$200,000,000; and
WHEREAS, the revolving credit facility shall be used for general corporate
purposes of the Loan Parties, including without limitation, transaction fees and
expenses, Letters of Credit, Permitted Acquisitions, repayment of the
Intercompany Credit Facility, 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:
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 the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.
Affiliate Contracts shall mean collectively that certain Master Separation
Agreement, dated