AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO
CREDIT AGREEMENT
CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of March 12, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of April 12, 2011 as amended by Amendment No. 1 dated December 14, 2011 (the “Credit Agreement”), by and among CNX Gas Corporation (the “Borrower”), the lenders and agents party thereto and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower has requested the amendments to the Credit Agreement set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:
1.Amendments.
(a) The following defined term shall be added to Section 1.1 of the Credit Agreement:
“Greenshale Obligations” shall mean the obligations of Greenshale Energy, LLC (a Joint Venture) and its wholly-owned Subsidiaries, under, or in connection with, the acquisition or performance of any Joint Operating or Development Agreement, or the bidding for, or performance of, any, permit, license or similar authorization or petroleum agreement relating to the exploration, drilling, development or production of Hydrocarbon Interests.
(b) Guaranties. Section 8.2.3 of the Agreement is hereby amended by adding the following before the period:
“ ; and
(g) any Guaranty by any Loan Party in the form of a performance guaranty in respect of the Greenshale Obligations; provided that (i) the Guaranty shall be required in the ordinary course of business of Greenshale Energy, LLC and (ii) in no event shall any such Guaranty be secured by any Collateral”.
(c) Loans and Investments. Clause (d) of Section 8.2.4 is hereby amended by replacing the “$25,000,000” in clause (ii) with “$100,000,000”.
(d) Loans and Investments. Clause (i) of Section 8.2.4 is hereby amended and restated as follows:
“(i) any Guaranty permitted by clause (a) or (g) of Section 8.2.3 [Guaranties];”.
2. Condition Precedent. This Amendment shall be effective upon completion of each of the following conditions to the satisfaction of the Administrative Agent:
(a) Execution and Delivery of Amendment. The Borrower shall have executed this Amendment, and the Administrative Agent shall have received consent from the Required Lenders to execute and shall have executed this Amendment.
(b) Fees. The Borrower shall have paid all reasonable legal fees and expenses of counsel to the Administrative Agent for the preparation and execution of this Amendment.
(c) Representations and Warranties. After giving effect to this Amendment, the representations and warranties in the Loan Documents are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).
(d) No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
3. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, including without limitation, all liens and security interests granted pursuant to the Loan Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement on and after the effectiveness of this Amendment and all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
4. Counterparts. This Amendment may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument.
5. Severability. If any term of this Amendment or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term shall in no way be affected thereby.
6. Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendments to the Credit Agreement contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to such amendments. No representation, promise, inducement or statement of intention has been made by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.
7. Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
CNX GAS CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Treasurer
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., as a Lender
By: | /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director |
Bank of Montreal, Chicago Branch, as a Lender
By: | /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
The Bank of Nova Scotia, as a Lender
By: | /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director |
For any institution requiring
a second signatory: | By: Name: Title: |
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By: | /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director |
BOKF NA, dba BANK OF OKLAHOMA, as a Lender
By: | /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
Branch Banking and Trust Company, as a Lender
By: | /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President |
CAPITAL ONE, N.A., as a Lender
By: | /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President |
CIBC Inc., as a Lender
By: | /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory |
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
COMERICA BANK, as a Lender
By: | /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
BBVA Compass (“Compass Bank”), as a Lender
By: | /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President |
COMMONWEALTH BANK OF AUSTRALIA,
as a Lender
as a Lender
By: | /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Associate Vice President, |
Natural Resources, Americas
For any institution requiring
a second signatory: | By: Name: Title: |
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By: | /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director |
By: /s/ Xxxx XxXxxxxx
Name: Xxxx XxXxxxxx
Title: Director
Name: Xxxx XxXxxxxx
Title: Director
Fifth Third Bank, as a Lender
By: | /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
First National Bank of Pennsylvania, as a Lender
By: | /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
XXXXXXX XXXXX BANK USA, as a Lender
By: | /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory |
For any institution requiring
a second signatory: | By: Name: Title: |
JPMorgan Chase Bank, N.A., as a Lender
By: | /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Officer |
Natixis, as a Lender
By: | /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director |
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
The Royal Bank of Scotland plc, as a Lender
By: | /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorised Signatory |
TriState Capital Bank, as a Lender
By: | /s/ Xxxx X. Oris Name: Xxxx X. Oris Title: Senior Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
PNC Bank, N.A., as a Lender
By: | /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
Sovereign Bank, N.A., as a Lender
By: | /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President |
THE HUNTINGTON NATIONAL BANK,
as a Lender
as a Lender
By: | /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President, Commercial Banking |
TD Bank, N.A., as a Lender
By: | /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President |
For any institution requiring
a second signatory: | By: Name: Title: |
UNION BANK, N.A., as a Lender
By: | /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: IBO |
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: | /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President |
Xxxxx Fargo Bank, N.A., as a Lender
By: | /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director |
For any institution requiring
a second signatory: | By: Name: Title: |
CG&R Draft US_ACTIVE-112049718.1-JSLAWLOR 04/22/2013 3:21 PM
