AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.32

EXECUTION VERSION

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of December 14, 2011 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of April 12, 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)Investments. Section 8.2.4 of the Agreement is hereby amended by (i) deleting the word “and” at the end of clause (h) thereof, (ii) deleting the period at the end of clause (i) thereof and (iii) adding the following clauses (j) and (k) at the end of such section:

“(j) Investments in CONSOL in the form of loans or advances in an aggregate amount not to exceed $600,000,000; provided that at the time of any such Investments, (x) no Event of Default or Potential Default shall exist or shall result from such Investment, (y) the Leverage Ratio is 3.0 to 1.0 or less, and (z) the Revolving Facility Usage does not exceed 75% of the lesser of the Borrowing Base and the Revolving Credit Commitment; provided, further, that all payments under any Guaranty permitted by Section 8.2.3(a) and all payments pursuant to Section 8.2.5(b) shall reduce the amount of Investments permitted by this Section 8.2.4(j); and

(k) Investments made in the form of (i) assets constituting Significant Gathering Systems and (ii) cash in any Joint Venture in which the Borrower or any Loan Party participates for the development or operation of the Significant Gathering Systems, which cash Investments are made in the ordinary course of business of such Joint Venture.”

(b)Dividends. Clause (b) of Section 8.2.5(b) is hereby amended and restated as follows:

“(b) dividends payable by the Borrower on common stock of the Borrower and purchases or redemptions by the Borrower of its common stock in an aggregate amount after the Closing Date not to exceed $600,000,000; provided that at the time of any such dividend, purchase or redemption and after giving

1

effect thereto, (x) no Event of Default or Potential Default shall exist or shall result from such dividend, purchase or redemption, (y) the Leverage Ratio is 3.0 to 1.0 or less, and (z) the Revolving Facility Usage does not exceed 75% of the lesser of the Borrowing Base and the Revolving Credit Commitment; provided, further, that all payments under any Guaranty permitted by Section 8.2.3(a) and all Investments pursuant to Section 8.2.4(j) shall reduce the amount of dividends, purchases and redemptions permitted by this Section 8.2.5(b); and”.

(c)Dispositions of Assets. Section 8.2.7 of the Agreement is hereby amended by (i) deleting the word “or” at the end of clause (g) thereof, (ii) deleting the period and adding “; or” at the end of clause (h) thereof and (iii) adding the following clause (i) at the end of such section:

“(i) Investments made pursuant to Section 8.2.4.”

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

2

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]

3

[SIGNATURE PAGE TO AMENDMENT NO. 1

TO CREDIT AGREEMENT]

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:	Vice President & Treasurer
		PNC BANK, NATIONAL ASSOCIATION
		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
		By:	/s/ Yaco Uba Xxxx
		Name:	Yaco Uba Xxxx
		Title:	Vice President
		BOKF, NA dba Bank of Oklahoma, as a Lender
		By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Vice President
		Branch Banking and Trust Company, as a Lender
		By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Senior Vice President

4

		Capital One, National Association, as a Lender
		By:	/s/ Xxxxx X. Xxx
		Name:	Xxxxx X. Xxx
		Title:	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
		COMERICA BANK, as a Lender
		By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Assistant Vice President
		COMMONWEALTH BANK OF AUSTRALIA, as a Lender
		By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Head of Natural Resources - Americas
		COMPASS BANK, as a Lender
		By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Assistant Vice President
		Credit Agricole Corporate and Investment Bank, as a Lender
		By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Director
		By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

5

		Fifth Third Bank, as a Lender
		By:	/s/ Xxx Xxxxxxxx
		Name:	Xxx Xxxxxxxx
		Title:	Vice President
		First National Bank of Pennsylvania, as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President and Regional Manager
		XXXXXXX SACHS BANK USA, as a Lender
		By:	/s/ Xxxxxx Xxxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxxx
		Title:	Authorized Signatory
		ING CAPITAL LLC, as a Lender
		By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Managing Director
		JPMorgan Chase Bank, N.A., as a Lender
		By:	/s/ Jo Xxxxx Xxxxxxxxx
		Name:	Jo Xxxxx Xxxxxxxxx
		Title:	Authorized Officer
		NATIXIS, as a Lender
		By:	/s/ Liana Tchernysheva
		Name:	Liana Tchernysheva
		Title:	Managing Director
		By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Managing Director
		PNC BANK, NATIONAL ASSOCIATION, as a Lender Individually and as Administrative Agent
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President

6

		Fifth Third Bank, as a Lender
		By:	/s/ Xxx Xxxxxxxx
		Name:	Xxx Xxxxxxxx
		Title:	Vice President
		First National Bank of Pennsylvania, as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President and Regional Manager
		XXXXXXX XXXXX BANK USA, as a Lender
		By:	/s/ Xxxxxx Xxxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxxx
		Title:	Authorized Signatory
		ING CAPITAL LLC, as a Lender
		By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Managing Director
		JPMorgan Chase Bank, N.A., as a Lender
		By:	/s/ Jo Xxxxx Xxxxxxxxx
		Name:	Jo Xxxxx Xxxxxxxxx
		Title:	Authorized Officer
		NATIXIS, as a Lender
		By:	/s/ Liana Tchernysheva
		Name:	Liana Tchernysheva
		Title:	Managing Director
		By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Managing Director
		PNC BANK, NATIONAL ASSOCIATION, as a Lender Individually and as Administrative Agent
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President

7

		Soverign Bank, as a Lender
		By:	/s/ Xxxxxxx Xxxxx-Xxxxxxxx
		Name:	Xxxxxxx Xxxxx-Xxxxxxxx
		Title:	Vice President
		TD Bank, N.A., as a Lender
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Senior Vice President
		The Bank of Nova Scotia, as a Lender
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Managing Director
		The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
		By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Director
		The Huntington National Bank, as a Lender
		By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President
		THE ROYAL BANK OF SCOTLAND plc, as a Lender
		By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Authorised Signatory
		TriState Capital Bank, as a Lender
		By:	/s/ Xxxx X. Oris
		Name:	Xxxx X. Oris
		Title:	Senior Vice President

8

		Union Bank, as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Investment Banking Officer
		U.S. Bank National Association, as a Lender
		By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Vice President
		Xxxxx Fargo, N.A., as a Lender
		By:	/s/ Xxxxxx Xxxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxxx
		Title:	Assistant Vice President

9