118
11.15
CONSENT TO FORUM; WAIVER OF JURY TRIAL.
118
11.16
Certifications From
Lenders and Participants.
118
11.16.1
Tax Withholding.
118
11.16.2
USA Patriot Act.
120
11.17
Joinder of Guarantors.
120
11.18
Register..
120
11.19
Amendment and Restatement; No
Novation; Confirmation and Agreement as to Loan Documents.
121
11.20
Certain Actions by Agent.
122
vii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 1.1(R)
REAL PROPERTY SCHEDULE 2.9.1
-
EXISTING
LETTERS OF CREDIT SCHEDULE 6.1.1
-
QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.3
-
SUBSIDIARIES SCHEDULE 6.1.15
-
PATENTS,
TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18
-
PARTNERSHIP
AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19
-
INSURANCE POLICIES SCHEDULE
6.1.23
-
EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25
-
ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.16
-
ASSETS EXCLUDED FROM LIENS
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS SCHEDULE 8.2.3
-
PERMITTED GUARANTIES SCHEDULE 11.19
-
ORIGINAL LOAN DOCUMENTS EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT
1.1(B)
-
NEW LENDER JOINDER EXHIBIT 1.1(C)
-
COLLATERAL TRUST
AGREEMENT EXHIBIT 1.1(D)(1)
-
DEED OF TRUST (OIL AND GAS - PIPELINE)
EXHIBIT 1.1(D)(2)
-
TERMINAL INDEMNITY DEED OF TRUST EXHIBIT 1.1(D)(3)
-
AMENDMENT NO. 1 TO DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT
1.1(D)(4)
-
AMENDMENT NO. 1 TO TERMINAL INDEMNITY DEED OF TRUST EXHIBIT
1.1(G)(1)
-
GUARANTOR JOINDER EXHIBIT 1.1(G)(2)
-
GUARANTY
AGREEMENT EXHIBIT 1.1(I)(1)
-
INDEMNITY EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M)(1)
-
MORTGAGE
EXHIBIT 1.1(M)(2)
-
AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT ASSIGNMENT EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE EXHIBIT
1.1(S)(1)
-
SECURITY AGREEMENT EXHIBIT 1.1(S)(2)
-
SWING LOAN
NOTE EXHIBIT 2.5.1
-
LOAN REQUEST; RATE REQUEST EXHIBIT 2.5.2
-
SWING LOAN REQUEST EXHIBIT 7.1.4(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.4(B)
-
OPINION OF MCGUIRE WOODS LLP EXHIBIT 7.1.4(C)
-
OPINION OF LOCAL COUNSEL EXHIBIT 7.1.15
-
SOLVENCY CERTIFICATE
EXHIBIT 8.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.4
-
QUARTERLY COMPLIANCE CERTIFICATE
- ix -
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April 1, 2005 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), THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, FLEET NATIONAL BANK, and
UNION BANK OF CALIFORNIA, N.A., each in its capacity as a co-syndication agent,
and PNC BANK, NATIONAL ASSOCIATION and CITICORP NORTH AMERICA, INC., in their
capacity as co-administrative agents for the Lenders under this Agreement
(collectively, the "Co-Administrative Agents").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the lenders party thereto, LaSalle Bank
National Association, Société Générale, New York Branch and SunTrust Bank, each
as a co-documentation agent and Citicorp North America, Inc. and PNC Bank,
National Association, as co-administrative agents for the Lenders are parties to
that certain Credit Agreement, dated as of June 30, 2004 (the "Existing Credit
Agreement"), providing