1,000,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT by and among CNX GAS CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as the...

1,000,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT by and among CNX GAS CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as the...

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Exhibit 10.3

EXECUTION VERSION

$1,000,000,000 REVOLVING CREDIT FACILITY

AMENDED AND RESTATED

CREDIT AGREEMENT

by and among

CNX GAS CORPORATION, as Borrower

and

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,

as the Administrative Agent

and

BANK OF AMERICA, N.A.,

as the Syndication Agent

and

THE BANK OF NOVA SCOTIA

THE ROYAL BANK OF SCOTLAND PLC, and

XXXXX FARGO BANK, N.A.,

the Co-Documentation Agents

and

PNC CAPITAL MARKETS LLC and

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

as Bookrunners and Joint Lead Arrangers

Dated as of April 12, 2011

TABLE OF CONTENTS


				Page
1.	CERTAIN DEFINITIONS

	1.1	Certain Definition			1
	1.2	Construction			33
	1.3	Accounting Principles			33
	1.4	Valuations			34

2.	REVOLVING CREDIT AND SWING LOAN FACILITIES

	2.1	Commitments			34
		2.1.1	Revolving Credit Commitments		34
		2.1.2	Swing Loan Commitment		35
	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans			35
	2.3	Commitment Fees			35
	2.4	Voluntary Commitment Reduction			36
	2.5	Loan Requests			36
		2.5.1	Revolving Credit Loan Requests		36
		2.5.2	Swing Loan Requests		37
	2.6	Making Revolving Credit Loans and Swing Loans			37
		2.6.1	Making Revolving Credit Loans		37
		2.6.2	Presumptions of the Administrative Agent		37
		2.6.3	Making Swing Loans		38
		2.6.4	Repayment of Loans		38
	2.7	Revolving Credit Notes and Swing Loan Note			38
		2.7.1	Revolving Credit Note		38
		2.7.2	Swing Loan Note		38
	2.8	Use of Proceeds			38
	2.9	Borrowing Base			39
	2.10	Letter of Credit Subfacility			40
		2.10.1	Issuance of Letters of Credit		40
		2.10.2	Letter of Credit Fees		42
		2.10.3	Participations, Disbursements, Reimbursement		42
		2.10.4	Repayment of Participation Advances		44
		2.10.5	Documentation		44
		2.10.6	Determinations to Honor Drawing Requests		44
		2.10.7	Nature of Participation and Reimbursement Obligations		44
		2.10.8	Indemnity		46
		2.10.9	Liability for Acts and Omissions		46
		2.10.10	Cash Collateral Prior to the Expiration Date		48
	2.11	Borrowings to Repay Swing Loans			48
	2.12	Increase in Revolving Credit Commitments			49

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				Page

3.	RESERVED

4.	INTEREST RATES

	4.1	Interest Rate Options			51
		4.1.1	Revolving Credit Interest Rate Options; Swing Line Interest Rate		51
		4.1.2	Rate Quotations		52
	4.2	Interest Periods			52
		4.2.1	Amount of Borrowing Tranche		52
		4.2.2	Renewals		52
	4.3	Interest After Default			52
		4.3.1	Letter of Credit Fees, Interest Rate		53
		4.3.2	Other Obligations		53
		4.3.3	Acknowledgment		53
	4.4	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available			53
		4.4.1	Unascertainable		53
		4.4.2	Illegality; Increased Costs; Deposits Not Available		53
		4.4.3	Administrative Agent’s and Lender’s Rights		54
	4.5	Selection of Interest Rate Options			54

5.	PAYMENTS

	5.1	Payments			55
	5.2	Pro Rata Treatment of Lenders			55
	5.3	Sharing of Payments by Lenders			55
	5.4	Presumptions by Administrative Agent			56
	5.5	Interest Payment Dates			57
	5.6	Prepayments			57
		5.6.1	Right to Prepay		57
		5.6.2	Replacement of a Lender		58
		5.6.3	Mitigation Obligation		59
		5.6.4	Mandatory Prepayments		59
	5.7	Increased Costs			60
		5.7.1	Increased Costs Generally		60
		5.7.2	Capital Requirements		60
		5.7.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans		61
		5.7.4	Delay in Requests		61
	5.8	Taxes			61
		5.8.1	Payments Free of Taxes		61
		5.8.2	Payment of Other Taxes by the Borrower		61
		5.8.3	Indemnification by the Borrower		62
		5.8.4	Evidence of Payments		62
		5.8.5	Status of Lenders; Refunds		62

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				Page
	5.9	Indemnity			64
	5.10	Settlement Date Procedures			64
	5.11	Borrowing Base Deficiency			65

6.	REPRESENTATIONS AND WARRANTIES

	6.1	Representations and Warranties			66
		6.1.1	Organization and Qualification		66
		6.1.2	[Reserved.]		66
		6.1.3	Subsidiaries		66
		6.1.4	Power and Authority		66
		6.1.5	Validity and Binding Effect		67
		6.1.6	No Conflict		67
		6.1.7	Litigation		67
		6.1.8	Title to Properties		67
		6.1.9	Financial Statements		68
		6.1.10	Use of Proceeds; Margin Stock		69
		6.1.11	Liens in the Collateral		69
		6.1.12	Full Disclosure		70
		6.1.13	Taxes		70
		6.1.14	Consents and Approvals		70
		6.1.15	No Event of Default; Compliance with Instruments		71
		6.1.16	Patents, Trademarks, Copyrights, Licenses, Etc.		71
		6.1.17	Solvency		71
		6.1.18	Producing Xxxxx		71
		6.1.19	Insurance		72
		6.1.20	Compliance with Laws		72
		6.1.21	Material Contracts; Burdensome Restrictions		72
		6.1.22	Investment Companies; Regulated Entities		72
		6.1.23	ERISA Compliance		72
		6.1.24	Employment Matters		73
		6.1.25	Environmental Matters		73
		6.1.26	Anti-Terrorism Laws		74
		6.1.27	Gas Imbalances		75
	6.2	Updates to Schedules			75

7.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

	7.1	First Loans and Letters of Credit			75
		7.1.1	Deliveries		75
		7.1.2	Payment of Fees		79
	7.2	Each Loan or Letter of Credit			79

8.	COVENANTS

	8.1	Affirmative Covenants			79
		8.1.1	Preservation of Existence, Etc.		79

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			Page
	8.1.2	Payment of Liabilities, Including Taxes, Etc.		79
	8.1.3	Maintenance of Insurance		80
	8.1.4	Maintenance of Properties		81
	8.1.5	Maintenance of Patents, Trademarks, Etc.		81
	8.1.6	Visitation Rights		81
	8.1.7	Keeping of Records and Books of Account		81
	8.1.8	Further Assurances		82
	8.1.9	[Reserved]		82
	8.1.10	Compliance with Laws		82
	8.1.11	Use of Proceeds		82
	8.1.12	Subordination of Intercompany Loans		82
	8.1.13	Anti-Terrorism Laws		83
	8.1.14	Compliance with Leases; Pipeline Agreements and Other Instruments		83
	8.1.15	Certain Additional Assurances Regarding Maintenance and Operations of Properties		83
	8.1.16	[Reserved]		84
	8.1.17	Collateral		84
	8.1.18	Post-Closing Matters		85
8.2	Negative Covenants			86
	8.2.1	Indebtedness		86
	8.2.2	Liens		87
	8.2.3	Guaranties		87
	8.2.4	Loans and Investments		88
	8.2.5	Dividends and Related Distributions		89
	8.2.6	Liquidations, Mergers, Consolidations		89
	8.2.7	Dispositions of Assets (Other Than Proved Reserves) or Subsidiaries		90
	8.2.8	Affiliate Transactions; Change in Affiliate Contracts		91
	8.2.9	Subsidiaries, Partnerships and Joint Ventures		91
	8.2.10	Continuation of or Change in Business		91
	8.2.11	[Reserved]		91
	8.2.12	Fiscal Year		91
	8.2.13	Issuance of Stock		92
	8.2.14	Changes in Organizational Documents		92
	8.2.15	Hedging		92
	8.2.16	Sale of Proved Reserves; Pooling		92
	8.2.17	Maximum Leverage Ratio		93
	8.2.18	Minimum Interest Coverage Ratio		93
	8.2.19	Inconsistent Agreements		93
	8.2.20	Restrictions on Upstream Dividends and Payments		93
	8.2.21	Certain Matters Regarding the Collateral Trust Agreement		93
8.3	Reporting Requirements			94
	8.3.1	Quarterly Financial Statements		94
	8.3.2	Annual Financial Statements		94

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				Page
		8.3.3	SEC Web Site		95
		8.3.4	Certificate of the Borrower		95
		8.3.5	Notice of Default		95
		8.3.6	Notice of Litigation		95
		8.3.7	Certain Events		95
		8.3.8	Budgets, Forecasts, Other Reports and Information		96
		8.3.9	ERISA Event		96
		8.3.10	Reserve Reports		96

9.	DEFAULT

	9.1	Events of Default			98
		9.1.1	Payments Under Loan Documents		98
		9.1.2	Breach of Warranty		98
		9.1.3	Breach of Negative Covenants or Visitation Rights		98
		9.1.4	Breach of Other Covenants		99
		9.1.5	Defaults in Other Agreements or Indebtedness		99
		9.1.6	Final Judgments or Orders		99
		9.1.7	Loan Document Unenforceable; Collateral Trust Agreement		99
		9.1.8	Inability to Pay Debts		100
		9.1.9	ERISA		100
		9.1.10	Change of Control		100
		9.1.11	Borrowing Base		100
		9.1.12	Involuntary Proceedings		100
		9.1.13	Voluntary Proceedings		100
	9.2	Consequences of Event of Default			101
		9.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings		101
		9.2.2	Bankruptcy, Insolvency or Reorganization Proceedings		101
		9.2.3	Set-off.		101
		9.2.4	Suits, Actions, Proceedings		102
		9.2.5	Application of Proceeds		102
		9.2.6	Collateral Trust Agreement		103
		9.2.7	Other Rights and Remedies		104
	9.3	Notice of Sale			104

10.	THE ADMINISTRATIVE AGENT

	10.1	Appointment and Authority			104
	10.2	Rights as a Lender			105
	10.3	Exculpatory Provisions			105
	10.4	Reliance by Agents			106
	10.5	Delegation of Duties			106
	10.6	Resignation of Agents			107
	10.7	Non-Reliance on Administrative Agent and Other Lenders			108

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				Page
	10.8	No Other Duties, Etc.			108
	10.9	Administrative Agent’s Fee			108
	10.10	Authorization to Release Collateral and Guarantors; Certain Amendments			108
	10.11	No Reliance on Administrative Agent’s Customer Identification Program			109
	10.12	Certain Matters Regarding the Collateral Trust Agreement			109

11.	MISCELLANEOUS

	11.1	Modifications, Amendments or Waivers			110
		11.1.1	Increase of Commitment		110
		11.1.2	Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment		110
		11.1.3	Release of Collateral or Guarantor		110
		11.1.4	Borrowing Base		111
		11.1.5	Miscellaneous		111
	11.2	No Implied Waivers; Cumulative Remedies			111
	11.3	Expenses; Indemnity; Damage Waiver			112
		11.3.1	Costs and Expenses		112
		11.3.2	Indemnification by the Borrower		112
		11.3.3	Reimbursement by Lenders		113
		11.3.4	Waiver of Consequential Damages, Etc.		113
		11.3.5	Payments		113
	11.4	Holidays			114
	11.5	Notices; Effectiveness; Electronic Communication			114
		11.5.1	Notices Generally		114
		11.5.2	Electronic Communications		114
		11.5.3	Change of Address, Etc.		115
	11.6	Severability			115
	11.7	Duration; Survival			115
	11.8	Successors and Assigns			115
		11.8.1	Successors and Assigns Generally		115
		11.8.2	Assignments by Lenders		116
		11.8.3	Register		117
		11.8.4	Participations		118
		11.8.5	Limitations upon Participant Rights		118
		11.8.6	Certain Pledges; Successors and Assigns Generally		118
	11.9	Confidentiality			119
		11.9.1	General		119
		11.9.2	Sharing Information With Affiliates of the Lenders		119
	11.10	Counterparts; Integration; Effectiveness			119
	11.11	Governing Law, Etc.			120
		11.11.1	Governing Law		120
		11.11.2	SUBMISSION TO JURISDICTION		120
		11.11.3	WAIVER OF VENUE		121
		11.11.4	SERVICE OF PROCESS		121
		11.11.5	WAIVER OF JURY TRIAL		121

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		Page
11.12	Certain Collateral Matters		121
11.13	USA Patriot Act Notice		122
11.14	Amendment and Restatement		122
11.15	No Fiduciary Duty		123

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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 2.9	-	EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.1	-	QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.3	-	SUBSIDIARIES
SCHEDULE 6.1.11	-	PLEDGED COLLATERAL
SCHEDULE 6.1.19	-	INSURANCE POLICIES
SCHEDULE 7.1.1(d)(i)	-	OPINION OF COUNSEL (IN HOUSE COUNSEL)
SCHEDULE 7.1.1(d)(ii)	-	OPINION OF COUNSEL (XXXX XXXXX LLP)
SCHEDULE 7.1.1(d)(iii)	-	OPINION OF LOCAL COUNSEL
SCHEDULE 7.1.1(o)	-	AMENDMENTS AND ASSIGNMENTS OF SECURITY DOCUMENTS
SCHEDULE 7.1.1(p)	-	LIEN SEARCHES
SCHEDULE 8.1.17	-	EXCLUDED ASSETS
SCHEDULE 8.1.18	-	POST-CLOSING MATTERS
SCHEDULE 8.2.1	-	PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3	-	PERMITTED GUARANTIES

EXHIBITS


EXHIBIT 1.1(A)	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)	-	NEW LENDER JOINDER
EXHIBIT 1.1(G)(1)	-	GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)	-	GUARANTY AGREEMENT
EXHIBIT 1.1(G)(3)	-	CONSOL GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)	-	INDEMNITY
EXHIBIT 1.1(I)(2)	-	CONSOL INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(I)(3)	-	INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)	-	REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)	-	SWING LOAN NOTE
EXHIBIT 2.5.1	-	LOAN REQUEST
EXHIBIT 2.5.2	-	SWING LOAN REQUEST
EXHIBIT 8.3.4	-	QUARTERLY COMPLIANCE CERTIFICATE

-viii-

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of April 12, 2011 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), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).

WITNESSETH:

WHEREAS, the Borrower, the Guarantors, the lenders party thereto, Bank of America, N.A., in its capacity as syndication agent, and PNC Bank, National Association, in its capacity as administrative agent for the Lenders, entered into that certain Credit Agreement, dated as of May 7, 2010 (the “Existing Credit Agreement”), providing for a $700,000,000 revolving credit facility to the Borrower;

WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to increase the Revolving Credit Commitments and as otherwise set forth herein;

WHEREAS, the Lenders agree to amend and restate the Existing Credit Agreement subject to the terms and conditions in this Agreement; and

WHEREAS, the liens, security interests and guaranties securing and supporting the Existing Credit Agreement shall continue to secure and support the Obligations as amended and restated pursuant to this Agreement.

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:

“Administrative Agent” shall mean PNC Bank, National Association, and its successors and assigns.

“Administrative Agent’s Fee” shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].

“Administrative Agent’s Letter” shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].

“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 as of August 1, 2005, by and among CONSOL Energy Inc., certain of the CEI Subsidiaries (as defined therein), CNX Gas Corporation and certain of the GasCo Subsidiaries (as defined therein) and that certain Master Cooperation and Safety Agreement, dated as of August 1, 2005, by and among CONSOL Energy Inc., the CEI Subsidiaries (as defined therein), CNX Gas Corporation and the CNX Subsidiaries (as defined therein).

“Alternate Reserve Report” shall mean a report, in form and detail reasonably satisfactory to the Administrative Agent, the Syndication Agent and the Applicable Borrowing Base Lenders, on reserves updated internally by petroleum engineers who are employees or agents of CONSOL or any of its Subsidiaries making adjustments for any changes in production volumes, expenses, and for dispositions of properties subsequent to the effective date of the information contained in, and based upon, the immediately preceding Reserve Report and, at the Borrower’s option, for any acquisitions of properties not included in the immediately preceding Reserve Report or the restoration to the Borrowing Base Properties of properties previously removed from the Borrowing Base Properties by the Borrower.

“Anti-Terrorism Laws” shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Borrowing Base Lenders” shall mean the Required Borrowing Base Lenders or the Required Increasing Borrowing Base Lenders, as applicable.

“Applicable Commitment Fee Rate” shall mean the percentage rate per annum based on the Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.”

“Applicable Letter of Credit Fee Rate” shall mean the percentage rate per annum based on the Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.”

“Applicable Margin” shall mean, as applicable:

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(A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Base Rate Spread,” or

(B) the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based on the Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “LIBOR Rate Spread.”

“Applicable Senior Notes Indenture Cap” shall mean the maximum amount of Indebtedness permitted under Section 4.03(b)(1) of the CONSOL Senior Note Indentures (2010) (as such Section is in effect from time to time); provided that if the CONSOL Senior Note Indentures (2010) have been discharged or defeased, Applicable Senior Notes Indenture Cap shall mean the maximum amount of Indebtedness permitted under Section 4.03(b)(1) of the CONSOL Senior Note Indenture (2011) (as such Section is in effect from time to time).

“Approved Fund” shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption Agreement” shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A).

“Authorized Financial Officer” of any Person shall mean the chief financial officer, treasurer or vice-president finance of such Person or, if there is no chief financial officer, treasurer or vice-president finance of such Person, a vice president of such Person, designated by such Person as being a financial officer authorized to deliver and certify financial information on behalf of the Loan Parties required hereunder.

“Authorized Officer” shall mean, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

“Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Base Rate Option” shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(a) [Revolving Credit Base Rate Option].

-3-

“Blocked Person” shall have the meaning specified in Section 6.1.26(b) [Executive Order No. 13224].

“Borrower” shall mean CNX Gas Corporation, a corporation organized and existing under the laws of the State of Delaware.

“Borrowing Base” shall mean, at any time, the amount, determined in accordance with Section 2.9 [Borrowing Base], as adjusted pursuant to the terms hereof, and calculated in good faith using the Syndication Agent’s or Administrative Agent’s usual and customary criteria for gas reserve evaluation and approved by the Applicable Borrowing Base Lenders.

“Borrowing Base Properties” shall mean those Proved Reserves included by the Borrower in the most recent Reserve Report from which the determination of the Borrowing Base is made hereunder which are (a) owned by any Loan Party, (b) located in the United States or such other location that is designated in writing by Borrower to the Syndication Agent and which designation is acceptable to the Syndication Agent and the Applicable Borrowing Base Lenders and (c) free of all Liens, other than Permitted Mortgage Liens.

“Borrowing Date” shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

“Borrowing Tranche” shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market.

“Cash Collateral” shall mean the cash or deposit account balances deposited with and pledged to the Issuing Lender as collateral for any Obligations arising under any Letter of Credit with an expiration date that extends beyond the Expiration Date.

“Cash On Hand” shall mean, as of any date of determination, an amount equal to the aggregate amount of all cash and cash equivalents of the Loan Parties as of such date, whether such proceeds are pledged, held in a segregated account or escrow or otherwise by a Loan Party, an escrow agent or another Person, other than cash pledged, escrowed or on deposit to secure performance obligations.

“Casualty Event” shall mean, with respect to any assets of any Loan Party, any loss of title to, any damage to or destruction of, or any condemnation or other taking (including by any Official Body) of, any such assets that occurs after the Closing Date for which the Borrower or any other Loan Party receives insurance proceeds or proceeds of a condemnation award

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or any other compensation; provided, however, no such event or series of related events shall constitute a Casualty Event if such proceeds or other compensation in respect thereof is less than the Threshold Amount in the aggregate with respect to such event or series of related events. Casualty Event shall include but not be limited to any taking of all or any part of any real property of the Borrower or any other Loan Party in or by condemnation or other eminent domain proceedings pursuant to any Law, or by reason of the temporary requisition or the use or occupancy of all or any part of any real property by any Official Body, civil or military.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” shall mean (i) any person or group of persons (within the meaning of Sections 13(d) or 14(a) of the Exchange Act) shall have acquired beneficial ownership of (within the meaning of Rule 13d-3 under the Exchange Act) 25% or more of the voting capital stock of CONSOL; (ii) within a period of twelve (12) consecutive calendar months, individuals who were directors of CONSOL on the first day of such period (or who were nominated by such directors) shall cease to constitute a majority of the board of directors of CONSOL; and (iii) all of the equity interests of the Borrower shall cease to be owned by CONSOL, directly or indirectly through other Subsidiaries of CONSOL.

“Closing Date” shall mean the Business Day on which the first Loan shall be made, which shall be April 12, 2011.

“Coal Gas” shall mean occluded methane gas and all associated natural gas and other hydrocarbons of whatever quality or quantity, whether known or unknown, that are, can be, or historically have been produced or emitted from coalbeds, coal formations, coal seams, mined out areas, gob areas, or any related, associated, or adjacent rock material or strata, together with all substances produced with each of the foregoing or refined therefrom. For the avoidance of doubt, the term “Coal Gas” shall expressly include all substances commonly known as “coalbed methane,” “coal mine methane,” and “gob gas.”

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean the collateral under any Security Document, but shall not include any asset that shall have been released, pursuant to Section 10.10 [Authorization to

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Release Collateral and Guarantors; Certain Amendments] or Section 11.1.3 [Release of Collateral or Guarantor], from the Liens created under such Security Document.

“Collateral Trust Agreement” shall mean the Amended and Restated Collateral Trust Agreement, dated as of the Original Closing Date, among the Collateral Trustee and the Loan Parties.

“Collateral Trustee” shall mean PNC Bank, National Association, not in its individual capacity but solely as corporate trustee under the Collateral Trust Agreement (together with any successor corporate trustee appointed pursuant to the Collateral Trust Agreement).

“Commercial Letter of Credit” shall mean any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by one or more of the Loan Parties in the ordinary course of their business.

“Commitment” shall mean as to any Lender its Revolving Credit Commitment and, in the case of PNC, its Swing Loan Commitment, and “Commitments” shall mean the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders.

“Commitment Fee” shall have the meaning specified in Section 2.3 [Commitment Fees].

“Compliance Certificate” shall have the meaning specified in Section 8.3.4 [Certificate of the Borrower].

“CONSOL” shall mean CONSOL Energy Inc., a Delaware corporation.

“CONSOL Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of the date hereof, among CONSOL, certain of its Subsidiaries, the lenders party thereto, Bank of America, N.A., in its capacity as syndication agent, and PNC Bank, National Association, in its capacity as administrative agent for the lenders party thereto and certain other parties, providing for aggregate revolving credit commitments of up to $1,500,000,000.

“CONSOL Guaranty Agreement” shall mean the Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated the date hereof, executed and delivered by the CONSOL Loan Parties.

“CONSOL Intercompany Subordination Agreement” shall mean the Intercompany Subordination Agreement, substantially in the form of Exhibit 1.1(I)(2), dated as of the Closing Date, among the Loan Parties and the CONSOL Loan Parties.

“CONSOL Loan Parties” shall mean, collectively, CONSOL and any of its Subsidiaries (other than CNX Gas and its Subsidiaries) from time to time party to the CONSOL Credit Agreement.

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“CONSOL Loans” shall mean loans made by CONSOL or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) to the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $600,000,000 at any time outstanding; provided that (i) the obligations under the CONSOL Loans shall be subordinated in right of payment to the Obligations pursuant to the CONSOL Intercompany Subordination Agreement and (ii) no payments in respect thereof shall be made by the Borrower or any of its Subsidiaries during an Event of Default or Potential Default.

“CONSOL Senior Notes (2010)” shall mean $1,500,000,000 aggregate principal amount of 8.00% senior notes due 2017 and $1,250,000,000 aggregate principal amount of 8.25% senior notes due 2020 of CONSOL outstanding on the Closing Date.

“CONSOL Senior Notes (2011)” shall mean $250,000,000 aggregate principal amount of 6.375% senior notes due 2021 of CONSOL outstanding on the Closing Date.

“CONSOL Senior Note Indentures (2010)” shall mean the Indentures for the CONSOL Senior Notes (2010), each dated April 1, 2010, among CONSOL, certain of its Subsidiaries, and The Bank of Nova Scotia Trust Company of New York, as trustee.

“CONSOL Senior Note Indenture (2011)” shall mean the Indenture for the CONSOL Senior Notes (2011), dated March 9, 2011, among CONSOL, certain of its Subsidiaries, and The Bank of Nova Scotia Trust Company of New York, as trustee.

“Consolidated Cash Interest Expense” for any period of determination shall mean, the amount of interest expense (in each case required in accordance with the terms of the note, instrument or other agreement applicable thereto to be payable in cash, other than to the extent the borrower thereunder has elected to pay such interest in kind and excluding interest expense associated with the CONSOL Loans) of the Loan Parties for such period determined and consolidated in accordance with GAAP.

“Consolidated EBITDA” for any period of determination shall mean, without duplication, the sum of (i) Consolidated Net Income (excluding non-cash compensation expenses related to common stock and other equity securities issued to employees, extraordinary gains and losses, gains or losses on discontinued operations, and equity earnings or losses of Affiliates (other than Loan Parties)), plus (ii) to the extent included in determining Consolidated Net Income (other than clause (e)), (a) interest expense (net of interest income), plus (b) the sum of all income tax expense, depreciation, depletion and amortization of property, plant, equipment and intangibles, plus (c) non-cash debt extinguishment costs, plus (d) non-cash charges due to cumulative effects of changes in accounting principles, plus (e) cash dividends or distributions received from Affiliates to the extent not included in determining Consolidated Net Income, plus (f) any non-cash losses or charges on any Hedge Agreement, plus (g) losses from sales or other disposition of assets (other than Hydrocarbons produced in the normal course of business), minus (h) any non-cash gains on any Hedge Agreement, in each case of the Loan Parties for such period determined and consolidated in accordance with GAAP, and minus (i) gains from sales or other disposition of assets (other than Hydrocarbons produced in the normal course of business); provided, that for the purposes of this definition, with respect to any Material

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Acquisition/Disposition by the Loan Parties, Consolidated EBITDA shall be calculated as if such Material Acquisition/Disposition had been consummated at the beginning of such period.

For purposes of calculating Consolidated EBITDA following the transfer of all or substantially all of the Dominion Assets to any of the Loan Parties for any month prior to the ownership of the Dominion Assets by CONSOL or any of its Subsidiaries, for any period of determination, without duplication, Consolidated EBITDA shall be calculated based on pro-rating Two Hundred Twenty-Six Million Four Hundred Eighty-One Thousand and 00/100 Dollars ($226,481,000.00) at a monthly amount of Eighteen Million Eight Hundred Seventy-Three Thousand Four Hundred Sixteen and 67/100 Dollars ($18,873,416.67). An example of the calculation of Consolidated EBITDA with respect to the acquisition of the Dominion Assets as of three months after the Original Closing Date is as follows: (i) Eighteen Million Eight Hundred Seventy-Three Thousand Four Hundred Sixteen and 67/100 Dollars ($18,873,416.67) multiplied by the month(s) prior the ownership of the Dominion Assets by CONSOL or any of its Subsidiaries, plus (ii) actual Consolidated EBITDA (as such term is defined in the CONSOL Credit Agreement), with respect to the Dominion Assets, for the month(s) the Dominion Assets were owned by any of the CONSOL Loan Parties, plus (iii) actual Consolidated EBITDA for the period as of three months after the Closing Date based on interim financial statements prepared in accordance with GAAP.

“Consolidated Net Income” shall mean for any period, the consolidated net income (or loss) of the Loan Parties, determined in accordance with GAAP.

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.

“December 31 Reserve Report” shall have the meaning assigned to that term in Section 8.3.10(a) [Independent Engineer].

“Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of the Loans, participations with respect to Letters of Credit, or participations in Swing Line Loans required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (c) has failed at any time to comply with the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders, or (d) has since the date of this Agreement been deemed insolvent by an Official Body or become the subject of a public bankruptcy, receivership, conservatorship or insolvency proceeding, or has a parent company that since the date of this Agreement been deemed insolvent by an Official Body or become the subject of a public bankruptcy, receivership, conservatorship or insolvency proceeding; provided that a Lender shall not be a Defaulting Lender

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solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by an Official Body.

“Developed Oil and Gas Reserves” shall mean the “developed oil and gas reserves” as such term is defined by the SEC in its standards and guidelines.

“Dollar,” “Dollars,” “U.S. Dollars” and the symbol “$” shall mean lawful money of the United States of America.

“Dominion Acquisition” shall mean the acquisition by the Borrower on April 30, 2010 of all of the capital stock of Dominion Exploration & Production, Inc. and Dominion Reserves, Inc. and certain assets of Dominion Transmissions, Inc. from Dominion Resources, Inc. and certain of its Subsidiaries.

“Dominion Assets” shall mean the Subsidiaries or assets that CONSOL or its Subsidiaries acquired in connection with the Dominion Acquisition.

“Drawing Date” shall have the meaning specified in Section 2.10.3(b) [Participations, Disbursements, Reimbursement].

“Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface and sub-surface strata and natural resources such as wetlands, flora and fauna.

“Environmental Laws” shall mean any and all applicable current and future federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions or common law causes of action relating to (a) protection of the Environment or to emissions, discharges, Releases or threatened Releases of Hazardous Materials, (b) human health as affected by Hazardous Materials, or (c) mining operations and activities to the extent relating to protection of the Environment or reclamation, including the Surface Mining Control and Reclamation Act, provided that “Environmental Laws” do not include any laws relating to worker or retiree benefits, including benefits arising out of occupational diseases.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

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“ERISA Affiliate” shall mean, at any time, any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” shall mean (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization or experienced a mass withdrawal within the meaning of Section 4219 of ERISA; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan of the Borrower or any ERISA Affiliate; (g) the determination that any Pension Plan is considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (h) Borrower or an ERISA Affiliate is informed that any Multiemployer Plan to which Borrower or the ERISA Affiliate contributes is in endangered or critical status within the meaning of Sections 431 and 432 of the Code or Sections 304 and 305 of ERISA; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.

“ERISA Group” shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

“Event of Default” shall mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an “Event of Default.”

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” shall mean each individually, and “Excluded Subsidiaries” shall mean collectively, (a) each Foreign Subsidiary; and (b) each Subsidiary of the Borrower that is not directly or indirectly wholly-owned by the Borrower; provided that a Subsidiary that is a Loan Party shall not become an Excluded Subsidiary by virtue of a transfer of a portion of the equity in such Subsidiary until a majority of such equity interests in such Subsidiary are invested, sold, transferred or disposed of in accordance with the provisions of Section 8.2.4 [Loans and Investments or Section 8.2.7 [Dispositions of Assets (Other Than Proved Reserves) or Subsidiaries].

“Excluded Taxes” shall mean, with respect to the Administrative Agent, the Syndication Agent, any Lender, the Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured

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by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.8.5 [Status of Lenders; Refunds], except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.8.1 [Payment Free of Taxes].

“Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit Agreement” shall have the meaning set forth in the recitals hereto.

“Existing Letters of Credit” shall have the meaning set forth in Section 2.10.1(a) [Issuance of Letters of Credit].

“Expiration Date” shall mean the fifth anniversary of the Closing Date.

“Federal Funds Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“Federal Funds Open Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen), as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for the purposes of this definition only, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute

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screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided, however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.

“Financial Covenant Debt” as of any date of determination shall mean the difference between (i) the sum (without duplication) for the Loan Parties of the following: (A) all Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f), (h), and (j) of the definition of “Indebtedness”, but excluding the CONSOL Loans, plus (B) the net xxxx-to-market value determined in accordance with GAAP of the Loan Parties’ obligations and liabilities that are due and payable arising in connection with or as a result of early or premature termination of Hedge Agreements (whether or not occurring as a result of a default thereunder) minus (ii) Cash On Hand.

“Financial Projections” shall have the meaning assigned to that term in Section 6.1.9(b) [Financial Projections].

“Flood Laws” shall mean (i) the National Flood Insurance Act of 1968, (ii) the Flood Insurance Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) all other applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders relating to flood matters, in each case, as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiaries” shall mean, for any Person, each Subsidiary of such Person that is incorporated or organized under the laws of any jurisdiction other than the United States of America or any state or territory thereof.

“GAAP” shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.

“Gas Properties” shall mean the Hydrocarbon Interests consisting of natural gas (whether in its gaseous or liquefied form); any property now or hereafter pooled or unitized with natural gas Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all operating agreements, joint venture agreements, contracts and other agreements which relate to any of the foregoing Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons

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from or attributable to such Hydrocarbon Interests; all Hydrocarbons in and under and which may be produced and saved or attributable to such Hydrocarbon Interests, the lands covered thereby and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; all tenements, profits à prendre, hereditaments, appurtenances and any property in anyway appertaining, belonging, affixed or incidental to such Hydrocarbon Interests, property, rights, titles, interests and estates described or referred to above, including any and all property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all gas xxxxx, water xxxxx, injection xxxxx or other xxxxx, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Governmental Acts” shall have the meaning specified in Section 2.10.8 [Indemnity].

“Guarantor” shall mean each of the parties to this Agreement that is designated as a “Guarantor” on the signature page hereof and each other Person that joins this Agreement as a Guarantor after the date hereof, in each case, until such Person ceases to be a Guarantor in accordance with this Agreement.

“Guarantor Joinder” shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1).

“Guaranty” of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, including Letters of Credit issued for the account of Persons other than Loan Parties, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Guaranty Agreement” shall mean the Amended and Restated Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors.

“Hazardous Materials” shall mean (i) any explosive substances or wastes and (ii) any chemicals, pollutants or contaminants, substances, materials or wastes, in any form, regulated under, or that could reasonably be expected to give rise to liability under, any applicable Environmental Law, including, without limitation, asbestos and asbestos containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, gasoline or petroleum (including crude

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oil or any fraction thereof) or petroleum products or any Coal Gas, coal ash, coal combustion by-products or waste, boiler slag, scrubber residue or flue desulphurization residue.

“Hedge Agreement” shall mean (i) any interest or currency rate swap, rate cap, rate floor, rate collar, exchange transaction, put or call option, forward agreement, foreign exchange or other exchange or rate protection agreement or any option with respect to any such transaction and (ii) any cap, floor, collar, exchange transaction, contract for sale for future delivery of oil or gas, hedging contract, forward contract, swap agreement, futures contract, call or put option or any other similar agreement or other exchange or protection agreement relating to Hydrocarbons or any option with respect to any such transaction, in either case entered into for the purpose of hedging risk related to commodity prices, interest rates, currency exchange rates, securities prices or financial market conditions (specifically excluding contracts entered into in the ordinary course of business for the future sale and delivery of commodities, including but not limited to take-or-pay contracts).

“Historical Statements” shall have the meaning specified in Section 6.1.9(a) [Historical Statements].

“Hydrocarbon Interests” shall mean all rights, titles, interests and estates now owned or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous Hydrocarbon leases and interests, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserve or residual interest of whatever nature.

“Hydrocarbons” shall mean, collectively, oil, gas, casinghead gas, drip gasolines, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith, and all products, by-products and all other substances refined, separated, settled or derived therefrom or the processing thereof, and all other minerals and substances, including, but not limited to, liquified petroleum gas, natural gas, kerosene, sulphur, lignite, coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium, and any and all other minerals, ores, or substances of value, and the products and proceeds therefrom, including, without limitation, all gas resulting from the in-situ combustion of coal or lignite.

“Immaterial Title Deficiencies” shall mean defects or exceptions to title, and other Liens, discrepancies and similar matters relating to title which do not, individually or in the aggregate, reduce or impair the value of the properties by an amount greater than one percent (1%) of the aggregate present value of the Borrowing Base Properties as determined by the most recently delivered Reserve Report.

“Indebtedness” shall mean, as to any Person at any time, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or that bear interest, (c) all reimbursement and other obligations of such Person with respect to letters of credit and bankers’ acceptances, whether or not matured, (d) all indebtedness of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices that are not overdue for more than 90 days unless contested in good faith and by appropriate proceedings if adequate reserves in

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accordance with GAAP have been established on the books of such Person and accrued expenses incurred in the ordinary course of business), (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all obligations of such Person under any capital lease (other than advance royalties under a mineral lease), (g) all obligations of such Person under any Guaranty provided by such Person in respect of Indebtedness for borrowed money of another Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or other equity interest of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all net payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of any Hedge Agreement of such Person, and (j) all obligations for borrowed money or having the commercial effect of a borrowing of money (specifically including all surety and performance bonds for borrowed money) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Liens of the type described in clauses (iii) and (vi) of the definition of Permitted Liens and nonconsensual statutory or common law Liens) upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, but only to the extent of the fair market value of such property.

“Independent Engineer” shall mean Netherland, Xxxxxx & Associates, Inc. or such other independent petroleum engineer selected by the Borrower and reasonably acceptable to the Borrower, the Syndication Agent and the Administrative Agent.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrower].

“Indemnity” shall mean the Amended and Restated Indemnity Agreement in the form of Exhibit 1.1(I)(1) relating to possible Environmental Liabilities associated with any of the owned or leased real property of the Loan Parties.

“Information” shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries.

“Insolvency Proceeding” shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of

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creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.

“Intercompany Subordination Agreement” shall mean the Amended and Restated Subordination Agreement among the Loan Parties, dated as of the Closing Date, in substantially the form of Exhibit 1.1(I)(3), executed and delivered by the Loan Parties.

“Interest Coverage Ratio” shall mean the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, determined as of the end of each fiscal quarter of the Borrower for the four fiscal quarters then ended.

“Interest Period” shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one or two weeks or one, two, three or six Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be the Borrowing Date. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date.

“Interest Rate Option” shall mean any LIBOR Rate Option or Base Rate Option.

“Investments” shall mean collectively all of the following with respect to any Person: (i) the purchase or other acquisition of capital stock or other securities of another Person (including by merger, consolidation or otherwise), (ii) investments or contributions by any of the Loan Parties directly or indirectly in or to the capital of or other payments to (except in connection with any Joint Operating or Development Agreement or transactions for the sale of goods or services for fair value) such Person, (iii) loans or advances by any of the Loan Parties to such Person, (iv) any Guaranty by any Loan Party directly or indirectly of the obligations of such Person, (v) other credit enhancements of any Loan Party to or for the benefit of such Person, or (vi) if such Loan Party is liable as a matter of law for the obligations of such Person, obligations, contingent or otherwise, of such Person. For the avoidance of doubt, direct ownership of Hydrocarbon Interests or Significant Gathering Systems shall not be deemed Investments.

“IRS” shall mean the Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit application, and any other document, agreement and instrument entered into by the Issuing Lender and any Loan Party or in favor of the Issuing Lender and relating to such Letter of Credit.

“Issuing Lender” shall mean PNC, in its individual capacity as issuer of Letters of Credit hereunder.

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“Joint Operating or Development Agreement” shall mean any joint operating agreement, joint development agreement or other similar contract that is usual and customary in the oil and gas business.

“Joint Venture” shall mean a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest.

“June 30 Reserve Report” shall have the meaning assigned to that term in Section 8.3.10(b) [Internal Engineer].

“Labor Contracts” shall mean all employment agreements, employment contracts, collective bargaining agreements and other agreements among any Loan Party and its employees.

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Official Body.

“LC Disbursement” shall mean a payment made by the Issuing Lender pursuant to a Letter of Credit.

“Lender Group Collateral Agent” shall have the meaning assigned to such term in Section 9.2.6 [Collateral Trust Agreement].

“Lenders” shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any grant in any Loan Document of a security interest or other Lien to the Lenders or to the Collateral Trustee for the benefit of the Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation is owed.

“Letter of Credit” shall have the meaning assigned to that term in Section 2.10.1 [Issuance of Letters of Credit].

“Letter of Credit Borrowing” shall have the meaning assigned to such term in Section 2.10.3(b)(ii) [Participations, Disbursements, Reimbursement].

“Letter of Credit Fee” shall have the meaning assigned to that term in Section 2.10.2 [Letter of Credit Fees].

“Letter of Credit Obligations” shall mean, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus the aggregate outstanding Reimbursement Obligations and Letter of Credit Borrowings on such date. The Letter of Credit Obligations of any Lender at any time shall be its Ratable Share of the total Letter of Credit Obligations at such time.

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“Leverage Ratio” shall mean the ratio of Financial Covenant Debt to Consolidated EBITDA. For purposes of calculating the Leverage Ratio, Financial Covenant Debt shall be determined as of the end of each fiscal quarter of the Borrower and Consolidated EBITDA shall be determined as of the end of each fiscal quarter of the Borrower for the four (4) fiscal quarters then ended.

“LIBOR Rate” shall mean, with respect to the Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or if there shall at any time, for any reason, no longer exist a Bloomberg page BBAM1 (or any substitute page), or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for the purposes of this definition only, an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula:

LIBOR Rate =

London interbank offered rates quoted by Bloomberg

or appropriate successor as shown on Bloomberg Page BBAM1

1.00 - LIBOR Reserve Percentage

The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“LIBOR Rate Option” shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(b) [Revolving Credit LIBOR Rate Option].

“LIBOR Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).

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“Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other similar encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing), but shall not include any operating lease.

“LLC Interests” shall have the meaning specified in Section 6.1.3 [Subsidiaries].

“Loan Documents” shall mean this Agreement, the Administrative Agent’s Letter, the Collateral Trust Agreement, the Guaranty Agreement, the CONSOL Guaranty Agreement, the Indemnity, the Intercompany Subordination Agreement, the CONSOL Intercompany Subordination Agreement, the Notes, the Security Documents, the Successor Agent Agreement and amendments, supplements, joinders or assignments to the foregoing and any other instruments, certificates or documents (expressly excluding any Specified Hedge Agreements or any other Hedge Agreements) delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, and Loan Document shall mean any of the Loan Documents.

“Loan Parties” shall mean the Borrower and the Guarantors, but excluding the CONSOL Loan Parties.

“Loan Request” shall have the meaning specified in Section 2.5 [Loan Requests].

“Loans” shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.

“Material Acquisition/Disposition” shall mean any acquisition or disposition of assets (other than Hydrocarbon Interests or Significant Gathering Systems) not prohibited hereunder that results in (a) an acquisition or disposition of assets, the fair market value of which assets exceeds $10,000,000 or (b) a change in pro forma Consolidated EBITDA that exceeds $10,000,000 per annum, taking into account any such acquisition or disposition.

“Material Adverse Change” shall mean any set of circumstances or events that (a) has or would reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or would reasonably be expected to be material and adverse to the business, properties, assets, financial condition, or results of operations of the Loan Parties taken as a whole, (c) impairs materially or would reasonably be expected to impair materially the ability of the Loan Parties taken as a whole to duly and punctually pay or perform their Indebtedness under this Agreement or any other Loan Document, or (d) impairs materially or would reasonably be expected to impair materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

“Material Contract” shall mean any agreement that is material to the conduct of the business of the Loan Parties, taken as a whole.

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“Month,” with respect to an Interest Period under the LIBOR Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

“Moody’s” shall mean Xxxxx’x Investors Service, Inc. and its successors.

“Mortgages” shall mean, collectively, (i) the mortgages or deeds of trust with respect to Real Property in which a security interest has been granted prior to the Closing Date and (ii) the mortgages or deeds of trust with respect to Real Property in which a security interest is granted after the Closing Date in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, in each case, executed and delivered by the applicable Loan Parties to the Collateral Trustee to secure the Obligations, for the benefit of the Secured Parties, and “Mortgage” shall mean, individually, any of the Mortgages.

“Multiemployer Plan” shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.

“New Lender” shall have the meaning assigned to that term in Section 2.12 [Increase in Revolving Credit Commitments].

“New Lender Joinder” shall mean the joinder whereby each New Lender joins this Agreement in substantially the form attached hereto as Exhibit 1.1(B).

“Non-Consenting Lender” shall have the meaning specified in Section 11.1.5 [Miscellaneous].

“Notes” shall mean the Revolving Credit Notes and the Swing Loan Notes.

“Obligation” shall mean any obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (including interest and other monetary obligations accruing and/or incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), under or in connection with (i) this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter, or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates, the Issuing Lender or other persons provided for under such Loan Documents, (ii) any Specified Hedge Agreement, or (iii) any Other Lender Provided Financial Service Product.

“Official Body” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising

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executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Oil and Gas Liens” shall mean (i) Liens on any specific property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred for surveying, exploration, drilling, extraction, development, operation, production, construction, alteration, repair or improvement of, in, under or on such property and the plugging and abandonment of xxxxx located thereon (it being understood that, in the case of oil and gas producing properties, or any interest therein, costs incurred for “development” shall include costs incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or interests); (ii) Liens on an oil or gas producing property to secure obligations incurred or guarantees of obligations incurred in connection with or necessarily incidental to commitments for the purchase or sale of, or the transportation or distribution of, the products derived from such property; (iii) Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, Joint Operating or Development Agreements or similar agreements, net profits agreements, production payment agreements, royalty trust agreements, incentive compensation programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers of technical services to any of the Loan Parties, master limited partnership agreements, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the oil and gas business; provided, however, that in all instances such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; and (iv) Liens on pipelines or pipeline facilities that arise by operation of law.

“Order” shall have the meaning specified in Section 2.10.9 [Liability for Acts and Omissions].

“Original Closing Date” shall mean May 7, 2010.

“Other Lender Provided Financial Service Product” shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning specified in Section 11.8.4 [Participations].

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“Participation Advance” shall have the meaning specified in Section 2.10.3(b)(ii) [Participations, Disbursements, Reimbursement].

“Partnership Interests” shall have the meaning specified in Section 6.1.3 [Subsidiaries].

“Payment Date” shall mean the first Business Day of each calendar quarter after the date hereof and on the Expiration Date or upon termination of the Commitments.

“Payment In Full” shall mean the indefeasible payment in full in cash of the Loans and other Obligations under the Loan Documents, termination of the Commitments and expiration or termination of all Letters of Credit (or with respect to any Letter of Credit with an expiration date that extends beyond the Expiration Date, the pledge of Cash Collateral of such Letter of Credit pursuant to Section 2.10.10 [Cash Collateral Prior to the Expiration Date]).

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Act” shall mean the Pension Protection Act of 2006, as amended from time to time.

“Pension Funding Rules” shall mean the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, and 432 of the Code and Sections 302, 303, and 305 of ERISA.

“Pension Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years.

“Permitted Acquisition Liens” shall mean any Liens described in clause (x) of the definition of Permitted Lien.

“Permitted Commodity Hedge Agreement” means any commodity Hedge Agreement which (1) any Loan Party enters into with or through a counterparty that, or a counterparty whose credit support provider under the Hedge Agreement has a credit rating of at least “BBB+” by Standard and Poors or “Baa1” by Moody’s at the time such Hedge Agreement is entered into, together with the confirmations which such Loan Party may hereafter enter into with or through such counterparty covering, in the aggregate, among all such Hedge Agreements, not more than eighty-five percent (85%) of the Proved Reserves that are (i) attributable to the Loan Parties’ interest in the Borrowing Base Properties and (ii) projected to be produced during the term(s) of such Hedge Agreement(s) or (2) any Loan Party enters into with or through a counterparty where the Hedge Agreement is in the nature of commodity floors or puts on up to 100% of oil and gas

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production projected to be produced by or for the benefit of the Loan Parties during the term(s) of such Hedge Agreement(s).

“Permitted Investments” shall mean:

(i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America;

(ii) commercial paper (A) rated not lower than A-1 by Standard & Poor’s or P-1 by Moody’s on the date of acquisition or (B) issued by any of (x) the Syndication Agent, (y) the Administrative Agent, or (z) any Lender;

(iii) demand deposits, time deposits or certificates of deposit and other obligations issued by any of (w) the Syndication Agent, (x) the Administrative Agent, (y) any Lender, or (z) any other domestic or foreign commercial bank that has stockholders equity of $100,000,000 or more on the date of acquisition;

(iv) obligations of any foreign government or obligations that possess a guaranty of the full faith and credit of any foreign government;

(v) obligations of any United States government sponsored enterprises, federal agencies or federal financing banks that are not otherwise authorized, including, but not limited to, the following:

(1) United States government sponsored enterprises such as instrumentalities of the Federal Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks, and Federal National Mortgage Association; and

(2) Federal agencies such as instrumentalities of the Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export Import Bank, Farmers Home Administration, and Tennessee Valley Authority;

(vi) obligations of states, counties, and municipalities of the United States;

(vii) debt obligations (other than commercial paper obligations) of domestic or foreign corporations;

(viii) preferred stock obligations with a floating rate dividend that is reset periodically at auction;

(ix) investments in repurchase agreements collateralized by any of the above securities eligible for outright purchase, provided the collateral is delivered to a bank custody account in accordance with the terms of a written repurchase agreement with a dealer or bank; and

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(x) investments in shares of institutional mutual funds whose investment policies are essentially in agreement with the above type and criteria for investments otherwise set forth in this definition of Permitted Investments, provided that investments described in clauses (i), (iv), (v), (vi), (vii), (viii), (ix), and (x) above are restricted to obligations rated no lower than A-3 or P-1 by Moody’s or A- or A-1 by Standard & Poor’s.

“Permitted Liens” shall mean:

(i) Liens for Taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been established in accordance with GAAP;

(ii) pledges, deposits or bonds made in the ordinary course of business to secure payment of reclamation liabilities or workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs (including pledges or deposits of cash securing Letters of Credit that secure payment of such workmen’s compensation, unemployment insurance, old age pensions or other social security programs);

(iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens (including any other statutory nonconsensual or common law Liens), securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default (including pledges or deposits of cash securing Letters of Credit that secure such Liens of landlords securing obligations to make lease payments that are not yet due and payable or in default) or, with respect to any of the foregoing, that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been established in accordance with GAAP;

(iv) good-faith pledges or deposits made or other Liens granted in the ordinary course of business to secure performance of bids, tenders, contracts (other than for Hedge Agreements or the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder or other amounts as may be customary, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business (including pledges or deposits of cash securing Letters of Credit that secure such performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder or other amounts as may be customary, or that secure such statutory obligations, or such surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

(v) encumbrances consisting of zoning restrictions, licenses, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use;

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(vi) Liens, security interests and mortgages in favor of the Collateral Trustee for the benefit of the Secured Parties or Liens and security interests in favor of the Administrative Agent for the benefit of the Lenders in each case securing (a) the Obligations including liabilities under any Specified Hedge Agreements and (b) the Secured Debt, or Liens and security interests in favor of the Issuing Lender for the benefit of the Lenders securing Letter of Credit Obligations with respect to such Letters of Credit that have an expiration date that extends beyond the Expiration Date;

(vii) any Lien existing on the date of this Agreement and described on Schedule 1.1(P);

(viii) capital leases and Purchase Money Security Interests to the extent permitted by Section 8.2.1(c) [Indebtedness];

(ix) any Lien securing obligations in an aggregate amount of $10,000,000 or less, provided, however, that such Lien shall no longer be permitted if it shall not be terminated within a period of thirty (30) days after any Responsible Officer of any Loan Party becomes aware of the existence thereof;

(x) any Liens arising out of acquisitions:

(1) in stock or assets being acquired, that are granted to secure Indebtedness incurred at the time of such acquisitions of such stock or assets (or within one year thereof) to finance the acquisition of such stock or assets, provided that no additional assets become subject to such Liens, and

(2) existing on any assets being acquired at the date of acquisition of such assets, provided that no additional assets become subject to such Liens,

provided, however, that any Liens permitted pursuant to the foregoing clauses (1) and (2) shall in no way secure Indebtedness that exceeds $20,000,000 in the aggregate at any one time outstanding; and provided, further, that the Borrower shall provide to the Administrative Agent and the Lenders no less than five (5) days prior written notice of any such acquisition and such acquisition may result in a redetermination of the Borrowing Base if requested by the Administrative Agent upon the instruction of the Syndication Agent or the Required Borrowing Base Lenders pursuant to Section 2.9(c) [Borrowing Base];

(xi) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien that is permitted by clauses (vii) or (x), provided that such Indebtedness is not increased when so refinanced, extended, renewed or refunded and that no additional assets become subject to such Liens other than replacements or substitutions permitted by the agreement creating such Lien;

(xii) Liens arising out of final judgments, awards, or orders not constituting an Event of Default;

(xiii) Liens upon real or personal property other than the Collateral, including any attachment of personal property or real property or other legal process prior to

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adjudication of a dispute on the merits, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed or bonded and continue to be stayed or bonded, (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, or (C) the payment of which is covered in full (subject to customary deductible) by insurance;

(xiv) Statutory and common law banker’s Liens and rights of setoff on bank deposits;

(xv) precautionary filings under the UCC by a lessor with respect to personal property leased to such Person under an operating lease;

(xvi) [Reserved];

(xvii) any leases of assets permitted by Section 8.2.7 [Disposition of Assets (Other Than Proved Reserves) or Subsidiaries] or Section 8.2.16 [Sale of Proved Reserves; Pooling];

(xviii) Oil and Gas Liens, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property (other than trade accounts payable arising in the ordinary course of business);

(xix) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of decreasing or legally defeasing Indebtedness of the Loan Parties permitted hereby so long as such decrease or defeasance is not prohibited hereby;

(xx) option agreements and rights of first refusal granted with respect to assets that are permitted to be disposed of pursuant to the terms of Section 8.2.7 [Disposition of Assets (Other Than Proved Reserves) or Subsidiaries] or Section 8.2.16 [Sale of Proved Reserves; Pooling];

(xxi) Immaterial Title Deficiencies;

(xxii) Liens securing Permitted Commodity Hedge Agreements that are in effect immediately prior to the Closing Date and that are not Specified Hedge Agreements; and

(xxiii) rights granted to CONSOL and its Subsidiaries under and pursuant to that certain Master Cooperation and Safety Agreement dated August 1, 2005 among CONSOL, the Borrower and certain other parties.

“Permitted Mortgage Liens” shall mean Liens permitted by clauses (i), (iii), (v), (vi), (ix), (xii), (xviii), (xxi) and (xxiii) of the definition of “Permitted Liens”.

“Person” shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, Official Body, or any other entity.

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“Plan” shall mean at any time an employee pension benefit plan (including a Pension Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any number of ERISA Group members for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

“Pledge Agreement” shall mean the Amended and Restated Pledge Agreement, dated as of the Original Closing Date, executed and delivered by each of the Loan Parties to the Collateral Trustee for the benefit of the Secured Parties.

“Pledged Collateral” shall mean all of the property described as “Pledged Collateral” in the Pledge Agreement.

“PNC” shall mean PNC Bank, National Association, its successors and assigns.

“Potential Default” shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of Default.

“Prime Rate” shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged to commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.

“Principal Office” shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.

“Prior Security Interest” shall mean a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the UCC Collateral and the Pledged Collateral which is subject only to statutory Liens for Taxes not yet due and payable or Purchase Money Security Interests as permitted hereunder.

“Proved Developed Non-Producing Reserves” shall mean the Proved Reserves that are Developed Oil and Gas Reserves that are shut-in and behind-pipe reserves and other reserves for which production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

“Proved Developed Producing Reserves” shall mean the Proved Reserves that are Developed Oil and Gas Reserves and are expected to be recovered from completion intervals that are open and producing at the time of determination; provided that improved recovery Proved Reserves are considered producing only after the improved recovery project is in operation.

“Proved Gas Collateral” shall have the meaning assigned to such term in Section 8.1.17 [Collateral].

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“Proved Reserves” shall mean the “proved oil and gas reserves” as such term is defined by the SEC in its standards and guidelines.

“Proved Undeveloped Reserves” shall mean the Proved Reserves that are “undeveloped oil and gas reserves” as such term is defined by the SEC in its standards and guidelines.

“Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent).

“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing loans to any Loan Party or deferred payments by such Loan Party for the purchase of such tangible personal property.

“Ratable Share” shall mean the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of all of the Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving effect to any assignments.

“Real Property” shall mean any real property interests, including, but not limited to, surface, coal, gas and other mineral rights, interests and leases.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, replace, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness; provided, however, that “Refinance” shall not include (i) any increase in the amount of such Indebtedness or (ii) any change in the terms or conditions of such Indebtedness that is materially more restrictive on any Loan Party, party to such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Regulation U” shall mean Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

“Reimbursement Obligation” shall have the meaning specified in Section 2.10.3(b) [Participations, Disbursements, Reimbursement].

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharge, injecting, escaping, leaching, dumping, disposing, depositing or migration into the Environment, or into, from or through any building or structure.

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“Reportable Event” shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer Plan.

“Required Borrowing Base Lenders” shall mean, at any time, Lenders having in the aggregate Revolving Exposures and unused Revolving Credit Commitments representing more than 66.66% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time.

“Required Increasing Borrowing Base Lenders” shall mean, at any time, Lenders having in the aggregate Revolving Exposures and unused Revolving Credit Commitments representing no less than 95% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time.

“Required Lenders” shall mean Lenders (other than any Defaulting Lender) having more than 50% of the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender).

“Required Share” shall have the meaning assigned to such term in Section 5.10 [Settlement Date Procedures].

“Required Title Information” shall have the meaning assigned to such term in Section 8.1.17 [Collateral].

“Reserve Report” shall mean the most recent of the December 31 Reserve Report, the June 30 Reserve Report, or the Alternate Reserve Report.

“Responsible Officer” shall mean each of the chief executive officer, president, chief financial officer and treasurer of each Loan Party, or with respect to Cardinal States Gathering Company, a Virginia general partnership, at any time such general partnership does not have one of the foregoing officers, its management committee representative.

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of the Expiration Date and the date of termination of the Revolving Credit Commitments.

“Revolving Credit Commitment” shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and “Revolving Credit Commitments” shall mean the aggregate Revolving Credit Commitments of all of the Lenders.

“Revolving Credit Loans” shall mean collectively and “Revolving Credit Loan” shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1.1 [Revolving Credit Commitments] or Section 2.10.3 [Participations, Disbursements, Reimbursement].

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“Revolving Credit Notes” shall mean collectively and “Revolving Credit Note” shall mean separately all the Revolving Credit Notes of the Borrower in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Credit Loans and its Letter of Credit Obligations and Swingline Exposure at such time.

“Revolving Facility Usage” shall mean at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.

“SEC” means the Securities and Exchange Commission, or any Official Body succeeding to any of its principal functions.

“Secured Debt” shall have the meaning set forth in the Collateral Trust Agreement, as such definition may be amended from time to time.

“Secured Parties” shall mean collectively, the Collateral Trustee, the Administrative Agent, the Lenders and any provider of a Specified Hedge Agreement or Other Lender Provided Financial Service Product.

“Security Agreement” shall mean the Amended and Restated Security Agreement, dated as of the Original Closing Date, executed and delivered by each of the Loan Parties to the Collateral Trustee for the benefit of the Secured Parties.

“Security Documents” shall mean, collectively, the Collateral Trust Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, and each other security document or pledge agreement delivered in accordance with applicable local or foreign Law to grant a valid, perfected security interest in any property as Collateral for the Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to any document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as Collateral for the Obligations, and amendments, supplements or joinders to the foregoing.

“Settlement Date” shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant to Section 5.10 [Settlement Date Procedures].

“Significant Gathering Systems” shall mean those pipelines known generally as Cardinal I and Cardinal II and other gathering lines of the Loan Parties that are material to the gathering operations of the Loan Parties.

“Solvent” shall mean, with respect to any Person on any date of determination, taking into account such right of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and

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matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

“Specified Hedge Agreement” shall mean (i) any Hedge Agreement entered into by (a) any Loan Party and (b) any Lender or any Affiliate thereof, or any Person that was a Lender or an Affiliate thereof when such Hedge Agreement was entered into as counterparty, (ii) any Hedge Agreement in effect immediately prior to the Closing Date entered into by (a) any Loan Party and (b) any Person if such Person or its Affiliate was a Lender on the Closing Date; provided that the designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of any obligations of any Loan Party under any of the Loan Documents and (iii) any Hedge Agreement in effect immediately prior to the Closing Date entered into by (a) any Loan Party and (b) any Person that is not a Lender or Affiliate of a Lender but only if such Person enters, or has entered, into a collateral sharing agreement with the Collateral Trustee in form and substance acceptable to the Administrative Agent.

“Specified Hedge or Other Financial Service Provider” shall have the meaning assigned to such term in Section 9.2.6 [Collateral Trust Agreement].

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.

“Standby Letter of Credit” shall mean a Letter of Credit issued to support obligations of one or more of the Loan Parties, contingent or otherwise, which finance the working capital and business needs of the Loan Parties incurred in the ordinary course of business.

“Statements” shall have the meaning specified in Section 6.1.9(a) [Historical Statements].

“Subsidiary” of any Person at any time shall mean (i) any corporation or trust of which more than 50% (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which more than 50% of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a member and of which more than 50% of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled by such Person or one or more of such Person’s Subsidiaries.

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“Subsidiary Shares” shall have the meaning specified in Section 6.1.3 [Subsidiaries].

“Successor Agent Agreement” shall mean the Successor Agent Agreement, dated as of the date hereof among Wilmington Trust Company, a Delaware banking corporation, the Collateral Trustee and the Loan Parties.

“Super-Majority Lenders” shall mean, at any time, Lenders having in the aggregate Revolving Exposures and unused Revolving Credit Commitments representing more than 75% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time.

“Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Ratable Share of the total Swingline Exposure at such time.

“Swing Loan Commitment” shall mean PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] in an aggregate principal amount of up to $50,000,000.

“Swing Loan Note” shall mean the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the Swing Loans.

“Swing Loan Request” shall mean a request for Swing Loans made in accordance with Section 2.5.2 [Swing Loan Requests].

“Swing Loans” shall mean collectively and “Swing Loan” shall mean separately all Swing Loans or any Swing Loan made by PNC to the Borrower pursuant to Section 2.6.3 [Making Swing Loans].

“Syndication Agent” shall mean Bank of America, N.A. and its successors and assigns.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.

“Threshold Amount” shall mean $35,000,000.

“UCC Collateral” shall mean the property of the Loan Parties in which security interests are granted under the Security Agreement.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in each applicable jurisdiction or other applicable Law entitled to all rights, benefits and priorities provided by the Uniform Commercial Code or such Law.

“Unproved Reserves” shall mean all oil and gas interests that do not constitute Proved Reserves.

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“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Utilization Percentage” shall mean, as determined quarterly, based upon the average daily balances of the Revolving Facility Usage for the preceding fiscal quarter divided by the lesser of (i) the Revolving Credit Commitments or (ii) the Borrowing Base.

1.2 Construction.

Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) unless otherwise provided, reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument, order, declaration, understanding or other arrangement means such agreement, document, instrument, order, declaration, understanding or other arrangement as amended, restated, supplemented, modified, extended, renewed, refunded, superseded, substituted for, replaced, refinanced or increased in whole or in part, from time to time; (vi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (vii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (viii) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document; and (ix) unless otherwise specified, all references herein to times of day shall be references to Eastern Time.

1.3 Accounting Principles.

Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.1.9(a) [Historical Statements]. In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 8.2 [Negative Covenants] based upon the Borrower’s regularly prepared financial

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statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.

1.4 Valuations.

Whenever this Agreement requires the determination of the monetary value of “other consideration,” a Guaranty, “other obligations” or an Investment and the computation method to determine such monetary value is not already addressed by GAAP, (i) the monetary value of “other consideration” or an Investment of tangible property shall be calculated as the fair market value of such consideration or tangible property, (ii) the monetary value of any Guaranty at any time of a fixed monetary obligation shall be the amount of such fixed monetary obligation at such time, (iii) the monetary value of any Guaranty of a fixed stream of monetary obligations at any time shall be the present value of the remaining amounts of such stream of monetary obligations at such time discounted at a rate equal to the Borrower’s cost of funds at such time, (iv) the monetary value of a Guaranty of performance or of contingent liabilities at any time shall be the amount which, in light of all the facts and circumstances existing at the time, represent the amount which would reasonably be expected to become an actual or matured monetary obligation or liability of the Person making such Guaranty determined by such Person in good faith, or (v) the monetary value of “other obligations,” contingent or otherwise, at any time shall be the amount which, in light of all the facts and circumstances existing at the time, represent the amount which would reasonably be expected to become an actual or matured monetary obligation or liability of the Person who is obligated for such “other obligations.”

2. REVOLVING CREDIT AND SWING LOAN FACILITIES

2.1 Commitments.

2.1.1 Revolving Credit Commitments.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that after giving effect to such Loan, (i) such Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Credit Commitment and provided further that the Revolving Exposures at any time shall not exceed the lesser of (a) the Borrowing Base or (b) the Revolving Credit Commitments, and (ii) the aggregate amount of Indebtedness (as defined in the CONSOL Senior Note Indenture (2011)) under this Agreement and the CONSOL Credit Agreement shall not exceed the Applicable Senior Notes Indenture Cap; provided, further, that (x) at the Administrative Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (ii) and (y) notwithstanding the foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (ii), and shall be fully entitled to assume (without any further investigation) that each

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borrowing of Revolving Credit Loans complies with clause (ii) if the Borrower makes a Loan Request for such borrowing. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.1.

2.1.2 Swing Loan Commitment.

In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in this Section 2.1.2 [Swing Loan Commitment]. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of $50,000,000 (the “Swing Loan Commitment”), provided that the Revolving Exposures shall not at any time exceed the lesser of (a) the Borrowing Base or (b) the Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2.

2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.

Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Loan Requests] in accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the Letter of Credit Obligations and the Swingline Exposure. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

2.3 Commitment Fees.

Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender, as consideration for such Lender’s Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, PNC’s Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and

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provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date.

2.4 Voluntary Commitment Reduction.

The Borrower shall have the right any time and from time to time, without premium or penalty, upon three (3) Business Days’ prior written, irrevocable notice to the Administrative Agent to permanently reduce, in whole multiples of $5,000,000 of principal, or terminate the Revolving Credit Commitments; provided that any such reduction or termination shall be accompanied by (a) the payment in full of any Commitment Fee then accrued on the amount of such reduction or termination and (b) the prepayment of the Revolving Credit Loans, together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.9 [Indemnity] hereof), to the extent that the Revolving Facility Usage exceeds the Revolving Credit Commitment as so reduced or terminated, and provided further that the Revolving Credit Commitments may not be reduced below the Revolving Facility Usage. Each reduction of Revolving Credit Commitments shall pro-ratably reduce the Revolving Credit Commitments of the Lenders. From the effective date of any such reduction or termination the obligations of Borrower to pay the Commitment Fee pursuant to Section 2.3 [Commitment Fees] shall correspondingly be reduced or cease.

2.5 Loan Requests.

2.5.1 Revolving Credit Loan Requests.

Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, no later than 11:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making, renewal of or conversion to Revolving Credit Loans to which the LIBOR Rate Option applies; and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify or certify, as applicable (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, which amount shall be in (x) an integral multiple of $1,000,000 and not less than $5,000,000 for each Borrowing Tranche under the LIBOR Rate Option and (y) an integral multiple of $50,000 and not less than the lesser of $500,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iii) whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing

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Tranche; and (iv) in the case of a Borrowing Tranche to which the LIBOR Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche.

2.5.2 Swing Loan Requests.

Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request PNC to make Swing Loans by delivery to PNC not later than 2:00 p.m. on the proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 hereto or a request by telephone immediately confirmed in writing by letter, facsimile or telex (each, a “Swing Loan Request”), it being understood that PNC may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing Loan, which shall be in integral multiples of $50,000 and shall be not less than $100,000.

2.6 Making Revolving Credit Loans and Swing Loans.

2.6.1 Making Revolving Credit Loans.

The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.5.1 [Revolving Credit Loan Requests], notify the Lenders of its receipt of such Loan Request specifying: (i) the proposed Borrowing Date and the time and method of disbursement of the Revolving Credit Loans requested thereby; (ii) the amount and type of each such Revolving Credit Loan and the applicable Interest Period (if any); and (iii) each Lender’s Ratable Share as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m. on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions of the Administrative Agent].

2.6.2 Presumptions of the Administrative Agent.

Unless the Administrative Agent shall have received notice from a Lender prior to 1:00 p.m. on the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is

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made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

2.6.3 Making Swing Loans.

So long as PNC elects to make Swing Loans, PNC shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2 [Swing Loan Requests], fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 3:00 p.m. on the Borrowing Date.

2.6.4 Repayment of Loans.

The Borrower shall repay all Loans together with all outstanding interest thereon on the Expiration Date.

2.7 Revolving Credit Notes and Swing Loan Note.

2.7.1 Revolving Credit Note.

If requested by any Lender, the obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to it by each Lender, together with interest thereon, shall be evidenced by a Revolving Credit Note payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment of such Lender. The Revolving Credit Loans shall mature, and the Borrower unconditionally agrees to pay in full the unpaid principal amount and all amounts outstanding and unpaid in respect of the Revolving Credit Loans to the Administrative Agent for the account of each Lender on the Expiration Date.

2.7.2 Swing Loan Note.

The obligation of the Borrower to repay the unpaid principal amount of the Swing Loans made to it by PNC together with interest thereon shall be evidenced by a Swing Loan Note payable to the order of PNC in a face amount equal to the Swing Loan Commitment.

2.8 Use of Proceeds.

The proceeds of the Revolving Credit Loans shall be used (a) to refinance all amounts outstanding under the Existing Credit Agreement and (b) for general corporate purposes of the Loan Parties, including, without limitation, transaction fees and expenses, Letters of Credit, working capital, for acquisition, exploration and development of Hydrocarbon Interests, and capital expenditures of the Loan Parties and in accordance with Section 8.1.11 [Use of Proceeds].

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2.9 Borrowing Base.

(a) During the period from the Closing Date to the date of the initial determination of the Borrowing Base pursuant to the provisions of this Section 2.9, the Loan Parties, the Administrative Agent, the Syndication Agent and the Lenders agree that the initial amount of the Borrowing Base shall be One Billion Five Hundred Million Dollars ($1,500,000,000).

(b) Upon each delivery of a Reserve Report pursuant to Section 8.3.10, together with such engineering and other data from the Borrower as is customarily provided, the Syndication Agent shall, within a reasonable period of time, make a good faith determination of the proposed Borrowing Base, and promptly thereafter the Administrative Agent will propose by notice in writing to the Lenders such Borrowing Base for acceptance by (i) the Required Borrowing Base Lenders with respect to any reaffirmations or reductions in the Borrowing Base and (ii) the Required Increasing Borrowing Base Lenders with respect to any increases in the Borrowing Base. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Applicable Borrowing Base Lenders, then such accepted Borrowing Base shall be communicated by the Administrative Agent to the Borrower on or before 30 days following the date of delivery of such Reserve Report (the “Applicable Date”); provided that if such proposed Borrowing Base is not approved by the Applicable Borrowing Base Lenders prior to the Applicable Date, then the Applicable Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Applicable Borrowing Base Lenders, and such amount will be communicated to the Borrower, within 30 days following the Applicable Date. Any Lender that shall fail to reject the proposed Borrowing Base within fifteen (15) days of notice of the proposed Borrowing Base shall be deemed to have approved the proposed amount of such Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base, and until that time, the old Borrowing Base shall continue to be in effect. The Borrowing Base, as determined and established pursuant to this Section 2.9 shall be subject, at all times, to the redetermination or adjustment of the then effective Borrowing Base as a result of a redetermination of the Borrowing Base pursuant to Section 2.9(c) or 2.9(d) or an adjustment of the Borrowing Base pursuant to Section 8.2.16(e) [Sale of Proved Reserves; Pooling].

(c) Not more than once in any fiscal year, and, in addition, at any time upon notice from the Borrower of a proposed acquisition which would result in any Permitted Acquisition Lien, the Administrative Agent upon the instruction of the Syndication Agent or the Required Borrowing Base Lenders (or the Administrative Agent without such instruction), may request from the Borrower an Alternate Reserve Report for the purpose of redetermining the Borrowing Base, and the Borrower shall have the right to request a redetermination of the Borrowing Base one time between the delivery of Reserve Reports by sending a written notice to the Administrative Agent of such request along with an Alternate Reserve Report. In connection with any redetermination of the Borrowing Base related to a delivery of an Alternate Reserve Report, the Syndication Agent shall make a good faith determination, in a reasonably prompt manner, of a new Borrowing Base, and the Administrative Agent shall propose by notice in writing, in a reasonably prompt manner, such new Borrowing Base to the Lenders, and the Applicable Borrowing Base Lenders shall agree to review in a reasonably prompt manner, and (if acceptable) approve a new Borrowing Base, which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base. Any Lender that shall fail to reject the proposed Borrowing

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Base within fifteen (15) days of notice of the proposed Borrowing Base shall be deemed to have approved the proposed amount of such Borrowing Base. In connection with any such redetermination of the Borrowing Base, the Borrower shall deliver promptly upon the request of the Administrative Agent an Alternate Reserve Report to the Administrative Agent; provided that the Borrower’s failure to deliver such Alternate Reserve Report shall not preclude or impact the making of such redetermination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Applicable Borrowing Base Lenders.

(d) At the request of the Administrative Agent, the Syndication Agent or the Required Borrowing Base Lenders, in their sole discretion, the Borrowing Base shall be adjusted in conformity with Section 2.9(c) contemporaneously with (i) the sale, transfer, lease, contribution or other conveyance in one or more transactions after the date of the latest redetermination or adjustment of the Borrowing Base pursuant to this Agreement by any Loan Party to one or more Persons (other than another Loan Party), of Proved Reserves with an aggregate value exceeding 5% of the Borrowing Base then in effect (whether directly or indirectly by means of the sale of equity interests in a Loan Party or otherwise) pursuant to Section 8.2.16(e) [Sale of Proved Reserves; Pooling] and (ii) the early monetization or early termination of any Hedge Agreements relied on by the Administrative Agent, the Syndication Agent and the Lenders in determining the Borrowing Base that has an economic value exceeding five percent (5%) of the Borrowing Base then in effect.

(e) The Borrowing Base shall represent the good faith determination by the Administrative Agent and the Syndication Agent, of the loan value of the Borrowing Base Properties based upon, among other things, information contained in the Reserve Report and in accordance with the applicable definitions and provisions herein contained, the Syndication Agent’s standard policies regarding energy lending, industry lending practices, and consideration for the nature of the facilities established hereunder. The Borrower acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of the value of all Indebtedness of the Loan Parties), which is acknowledged by the Borrower to be essential for the adequate protection of the Administrative Agent and the Lenders.

2.10 Letter of Credit Subfacility.

2.10.1 Issuance of Letters of Credit.

(a) On the Closing Date, the outstanding Letters of Credit previously issued by PNC as an “Issuing Lender” under the Existing Credit Agreement that are set forth on Schedule 2.9 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. In addition, subject to the terms and conditions of this Agreement, Borrower may request the issuance of a letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party or any Affiliate thereof by delivering or having such other Loan Party or such Affiliate deliver to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit and other Issuer Documents in such form as the Issuing Lender may specify from time to time by no later than 11:00 a.m. at least three (3) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. The Borrower shall be a

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co-applicant and a co-obligor with respect to each Letter of Credit issued for the account of any other Loan Party or such Affiliate, in which case each of the co-applicants and co-obligors will have joint and several liability with respect to any such Letter of Credit. The Issuing Lender and the Lenders shall be permitted to seek reimbursement of any LC Disbursement directly from the Borrower and shall have no obligation to pursue any action against any co-applicant. Letters of Credit may be issued in the form of a Standby Letter of Credit or a Commercial Letter of Credit. Letters of Credit shall only be issued in U.S. Dollars. For the avoidance of doubt, the Loan Parties acknowledge that each Letter of Credit issued for the account of Persons other than the Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty, without duplication, and shall be subject to the limitations set forth herein.

(b) The Borrower may make a request for the issuance of Letters of Credit at any time and from time to time during the Revolving Availability Period. If desired by the Borrower, subject to the terms hereof (including Revolving Facility Usage and the amount of the Borrowing Base), the Borrower may request that Letters of Credit be issued for the full amount of the Revolving Credit Commitments in effect from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.10, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue, amend, extend or renew a Letter of Credit; provided that after giving effect to such issuance, amendment, extension or renewal:

(i) each Letter of Credit shall expire at or prior to the close of business on the earlier of (A) the date twenty-four (24) months from the date of issuance; provided that any such Letter of Credit may automatically renew if such Letter of Credit has an automatic renewal feature set forth in the terms thereof, unless the Issuing Lender or Issuing Lender’s Affiliates give notice of non-renewal of such Letter of Credit, or (B) a date that is ten (10) Business Days prior to the Expiration Date; provided that any Letter of Credit scheduled to expire after the Expiration Date is subject to the requirements in Section 2.10.10 [Cash Collateral Prior to the Expiration Date]; and

(ii) the Letter of Credit Obligations shall not exceed an amount equal to (a) the lesser of the total Revolving Credit Commitments or the Borrowing Base, minus (b) the Loans.

Notwithstanding the foregoing, the Issuing Lender shall not be required to issue any Letter of Credit if a default of any Lender’s obligations to fund under Section 2.10.3(b)(i) [Participations, Disbursements, Reimbursement] exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Issuer Documents relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue such Letter of Credit in the amended form under the terms hereof.

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2.10.2 Letter of Credit Fees.

(a) Letter of Credit Fees. With respect to each Letter of Credit, the Borrower shall pay to the Administrative Agent for the ratable account (determined based upon Ratable Share) of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate, per annum, then in effect (computed on the basis of a year of 360 days and actual days elapsed) on the aggregate daily amount available to be drawn under the Letters of Credit (if any Letters of Credit shall increase in amount automatically in the future, such amount available to be drawn shall currently give effect to any such future increase), payable in arrears on each Payment Date.

(b) Fronting Fees. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee equal to 0.125% per annum (computed on the basis of a year of 360 days and actual days elapsed), which fees shall be computed on the daily average amount available to be drawn under Letters of Credit outstanding (if any Letters of Credit shall increase in amount automatically in the future, such amount available to be drawn shall currently give effect to any such future increase), and shall be payable in arrears on each Payment Date.

(c) Customary Fees and Expenses. The Borrower shall also pay to the Administrative Agent for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit, as the Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, extension, renewal, amendment, modification (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit. For each Commercial Letter of Credit, the Borrower shall pay to the Issuing Lender for its own account, a negotiation fee of 0.25% of each draw on the Letter of Credit, payable at the time of the drawing.

2.10.3 Participations, Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit (including the Existing Letters of Credit) and, without duplication, each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender shall promptly notify the Administrative Agent and the Borrower, provided that any failure of the Issuing Lender to promptly notify the Borrower shall not release the Borrower from its Reimbursement Obligation. The Borrower shall reimburse the Issuing Lender in immediately available funds, in an amount equal to the amount so paid by the Issuing Lender (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”). Each Reimbursement Obligation shall be received by the Issuing Lender prior to 12:00 noon on the date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”), unless the Borrower was not provided with notice of a Letter of Credit drawing prior to such time (in which case, the Reimbursement Obligation shall be paid promptly upon notice from the Issuing Lender).

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In the event the Borrower (or any other account party) fails to reimburse the Issuing Lender for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date:

(i) with respect to a failure to reimburse any amount drawn under a Letter of Credit, the Issuing Lender will promptly notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Ratable Share thereof. The Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date with respect to such Letter of Credit, subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent pursuant to this Section 2.10.3(b) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this Section 2.10.3(b) make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.10.3(b)(ii)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount and the Reimbursement Obligation shall be deemed fulfilled. If any Lender so notified fails to make available to the Administrative Agent for the account of the Administrative Agent the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Base Rate Option on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this subparagraph (i).

(ii) with respect to any unreimbursed drawing under a Letter of Credit that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.10.3(b)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements or for any other reason, the Borrower shall be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing and the Reimbursement Obligation shall be deemed fulfilled. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the Administrative Agent pursuant to this Section 2.10.3(b) shall be paid to the Issuing Lender and shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its participation obligation under this clause (ii).

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2.10.4 Repayment of Participation Advances.

(a) Upon receipt by the Administrative Agent for its account of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Administrative Agent under a Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Administrative Agent under such a Letter of Credit, the Administrative Agent will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Administrative Agent.

(b) If the Issuing Lender or the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Loan Party to the Administrative Agent pursuant to Section 2.10.4(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent or the Issuing Lender, forthwith return to the Administrative Agent or the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent or the Issuing Lender plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent or the Issuing Lender, as the case may be, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

2.10.5 Documentation.

Each Loan Party agrees to be bound by the terms of the Issuing Lender’s Issuer Documents and written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In the event of a conflict between Issuer Documents and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.10.6 Determinations to Honor Drawing Requests.

In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

2.10.7 Nature of Participation and Reimbursement Obligations.

Each Lender’s obligation in accordance with this Agreement with respect to Letters of Credit and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.10 under all circumstances, including the following circumstances:

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(i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever;

(ii) with respect to Letters of Credit, the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 [Commitments], Section 2.5 [Loan Requests], Section 2.6 [Making Revolving Credit Loans and Swing Loans] or Section 7.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.10.3 [Participations, Disbursements, Reimbursement];

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Issuing Lender or any of the Issuing Lender’s Affiliates has been notified thereof;

(vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by the Issuing Lender or any of the Issuing Lender’s Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three (3) Business Days after the Issuing Lender shall have furnished such Loan Party a copy of

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such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice and such Letter of Credit has been returned to such Issuing Lender for reissuance;

(ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

(x) any breach of this Agreement or any other Loan Document by any party thereto;

(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing;

(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.10.8 Indemnity.

In addition to amounts payable as provided in Section 11.3.2 [Indemnification by the Borrower], the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender, in its capacity as issuer of a Letter of Credit, and any of Issuing Lender’s Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, Taxes as provided for pursuant to Section 5.8 [Taxes], penalties, interest, judgments, losses, costs, charges and expenses (including reasonable out-of-pocket fees, expenses and disbursements of counsel), which the Issuing Lender or any of the Issuing Lender’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing Lender as determined by a final judgment of a court of competent jurisdiction or (B) the wrongful dishonor by such Issuing Lender or any of such Issuing Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, or any present or future de jure or de facto government or governmental authority.

2.10.9 Liability for Acts and Omissions.

As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of the following including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document

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(including all sight drafts, certificates and all other instruments) submitted by any party in connection with any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or the Issuing Lender’s Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Lender or the Issuing Lender’s Affiliates, as applicable, including any acts of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Lender’s or the Issuing Lender’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for (a) the Issuing Lender’s gross negligence or willful misconduct in connection with actions or omissions described in clauses (i) through (viii) of such sentence or (b) with respect to any damages suffered by any Loan Party that such Loan Party proves were caused by the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In no event shall the Issuing Lender or the Issuing Lender’s Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s

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request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or the Issuing Lender’s Affiliates under or in connection with the Letters of Credit issued by it, the Issuer Documents or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or the Issuing Lender’s Affiliates under any resulting liability to the Borrower or any Lender, unless such action taken or omitted is found in a final and nonappealable judgment by a court of competent jurisdiction to have constituted gross negligence or willful misconduct.

2.10.10 Cash Collateral Prior to the Expiration Date.

If any Letter of Credit is outstanding and such Letter of Credit (as it may have previously been extended) will have an expiration date which is after the Expiration Date, then the Borrower shall, on or before the issuance, extension or renewal of such Letter of Credit, deposit and pledge Cash Collateral for each such Letter of Credit in an amount equal to 105% of the face value of such outstanding Letter of Credit plus the amount of fees that would be due under such Letter of Credit through the expiry date of such Letter of Credit. Such Cash Collateral shall be deposited pursuant to documentation reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Borrower and shall be maintained in blocked deposit accounts at the Issuing Lender. The Borrower hereby grants to the Issuing Lender a security interest in all Cash Collateral pledged to the Issuing Lender pursuant to this Section 2.10.10 or otherwise under this Agreement. The Cash Collateral related to a particular Letter of Credit shall be released by the Issuing Lender upon termination or expiration of such Letter of Credit and the reimbursement by the Loan Parties of all amounts drawn thereon and the payment in full of all fees accrued thereon through the date of such expiration or termination. After the Expiration Date, the Borrower shall pay any and all fees associated with any such Letter of Credit with an expiration date that extends beyond the Expiration Date directly to the Issuing Lender.

2.11 Borrowings to Repay Swing Loans.

PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Commitment minus its Ratable Share of the Letter of Credit Obligations and Swing Loans. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. The Administrative Agent on behalf of PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) no later than 11:00 a.m. on any Business Day that such Revolving Credit Loans are to be made under this Section 2.11 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5 or Section 7.2 are then

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satisfied) to the Administrative Agent on behalf of PNC, no later than 3:00 p.m. on the Settlement Date.

2.12 Increase in Revolving Credit Commitments.

(i) Increasing Lenders and New Lenders. On or after the Closing Date, the Borrower may, up to two times prior to the Expiration Date, request that (1) the current Lenders (each a “Current Lender”) increase their Revolving Credit Commitments (any Current Lender which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”) and/or (2) one or more new lenders (each a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:

(A) No Obligation to Increase. No Current Lender shall be obligated to increase its Revolving Credit Commitment, and any increase in the Revolving Credit Commitment of any Current Lender shall be in the sole discretion of such Current Lender;

(B) Defaults. There shall exist no Event of Default or Potential Default on the effective date of such increase and after giving effect to such increase;

(C) Increase in and Aggregate Amount of Revolving Credit Commitments. The amount of the increase in Revolving Credit Commitments is at least $100,000,000. The increases in the Revolving Credit Commitments made from time to time pursuant to this Section 2.12 shall not exceed $250,000,000 in the aggregate without the consent of all Lenders; provided that no such increase shall cause the aggregate amount of Revolving Credit Commitments to exceed the Borrowing Base;

(D) Resolutions; Opinion; Mortgage Amendments. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, (2) an opinion of counsel, which at Borrower’s option, may be in-house counsel, addressed to the Administrative Agent and the Lenders addressing the authorization, execution and enforceability of the Loan Documents executed in connection with such increase in the Revolving Credit Commitments, and (3) amendments to the Mortgages executed and delivered by the applicable Loan Parties to the Collateral Trustee for the benefit of the Secured Parties to reflect the increase in Revolving Credit Commitments, in form and substance reasonably satisfactory to the Administrative Agent. The Loan Parties shall cause the amendments described in clause (3) to be properly recorded and/or filed in the applicable filing or recording offices. Notwithstanding the preceding, with respect to each Mortgage existing as of the effective date of such increase, if there shall be delivered to the Administrative Agent, for the benefit of the Secured Parties, a written opinion of local counsel in the jurisdiction in which Real Property subject to such Mortgage is located substantially to the effect that no documents, instruments, filings recordings, re-recordings, re-filings or other actions, including the payment of any mortgage recording

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taxes or similar taxes, are required under applicable Law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations, for the benefit of the Secured Parties, mortgage amendments with respect to Mortgages for Real Property located in such jurisdiction will not be required;

(E) Notes. The Borrower shall execute and deliver (1) to each Increasing Lender that requests a Revolving Credit Note a replacement Revolving Credit Note reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be terminated and shall be returned to the Borrower as soon as practicable), and (2) to each New Lender that requests a Revolving Credit Note, a Revolving Credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment;

(F) Approval of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent, PNC as Issuing Lender and each other Issuing Lender with outstanding Letters of Credit, such approval not to be unreasonably withheld or delayed;

(G) Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and delivered to the Administrative Agent before the effective date of such increase; and

(H) New Lender Joinder. Each New Lender shall execute a New Lender Joinder pursuant to which such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such New Lender Joinder.

(ii) Syndication. In the event that the Borrower elects to request an increase of the Revolving Credit Commitments, the Borrower and the Administrative Agent agree to mutually develop a syndication strategy, including timelines for commitments.

(iii) Treatment of Outstanding Loans and Letters of Credit.

(A) Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, the Borrower shall (a) repay the Revolving Credit Loans then outstanding to each of the Current Lenders to the extent necessary so that after giving effect to the increase in the Revolving Credit Commitments each Current Lender will have its Ratable Share of the outstanding Revolving Credit Loans, subject to the Borrower’s indemnity obligations under Section 5.9 [Indemnity] and (b) borrow Revolving Credit Loans from Increasing Lenders and New Lenders to the extent necessary so that after giving effect to the increase in the Revolving Credit Commitments, each such Lender will have its Ratable Share of the outstanding Revolving Credit Loans. To facilitate the foregoing, the Borrower may, subject to its compliance with the other terms of this Agreement, borrow new Loans on the effective date of such increase. The Administrative Agent is hereby authorized to update Schedule 1.1(B) to reflect the increase in Revolving Credit Commitments.

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(ii) (B) Outstanding Letters of Credit; Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, (a) each Current Lender shall be deemed to have sold its existing participation in each then outstanding Letter of Credit and purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letters of Credit, and (b) each New Lender will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit. All fees shall accrue and be paid on the Letters of Credit based upon each Lender’s participation therein over the relevant period of time. To the extent necessary to enable each of the Current Lenders and the New Lenders to own a Ratable Share of the Participation Advances after any increase in the Revolving Credit Commitments, (a) the Current Lenders will sell a portion of its Participation Advances, and (b) the New Lenders and the Increasing Lenders will acquire Participation Advances (and will pay to the Administrative Agent, for the account of each selling Lender, in immediately available funds, an amount) equal to its Ratable Share of all outstanding Participation Advances. All fees and interest on Participation Advances shall be allocated based upon each Lender’s ownership therein from time to time.

3. RESERVED

4. INTEREST RATES

4.1 Interest Rate Options.

The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any indemnity under Section 5.9 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.

4.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate.

The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans:

(a) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days

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elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or

(b) Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the LIBOR Rate plus the Applicable Margin.

Subject to Section 4.3 [Interest After Default], only the Base Rate Option applicable to Revolving Credit Loans shall apply to the Swing Loans.

4.1.2 Rate Quotations.

The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.

4.2 Interest Periods.

At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:

4.2.1 Amount of Borrowing Tranche.

Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of $1,000,000 and not less than $5,000,000; and

4.2.2 Renewals.

In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

4.3 Interest After Default.

To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, and upon written demand by the Required Lenders to the Administrative Agent:

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4.3.1 Letter of Credit Fees, Interest Rate.

The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to Section 2.10.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall be increased by 2.0% per annum;

4.3.2 Other Obligations.

Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Base Rate Option plus an additional two percent (2.0%) per annum from the time such Obligation becomes due and payable and until it is paid in full; and

4.3.3 Acknowledgment.

The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative Agent.

4.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

4.4.1 Unascertainable.

If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that:

(i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or

(ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate, the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

4.4.2 Illegality; Increased Costs; Deposits Not Available.

If at any time any Lender shall have determined that:

(i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or

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(iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market,

then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

4.4.3 Administrative Agent’s and Lender’s Rights.

In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.9 [Indemnity], as to any Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6 [Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

4.5 Selection of Interest Rate Options.

If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing Tranche to the Base Rate Option, commencing upon the last day of the existing Interest Period.

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5. PAYMENTS

5.1 Payments.

All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 1:00 p.m. by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.”

5.2 Pro Rata Treatment of Lenders.

Each borrowing shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent’s Fee and the fees payable to the Issuing Lender pursuant to Section 2.10.2 [Letter of Credit Fees]) or amounts due from the Borrower hereunder to the Lenders with respect to the Revolving Credit Commitments and the Loans, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], Section 5.6.2 [Replacement of a Lender] or Section 5.7 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in accordance with the amount of principal, interest, Commitment Fees, Letter of Credit Fees, and other fees or amounts then due to such Lender as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Section 2.11 [Borrowings to Repay Swing Loans].

5.3 Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or other

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obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Ratable Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and

(ii) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

Any Lender that fails at any time to comply with the provisions of this Section 5.3 shall be deemed a Defaulting Lender until such time as it performs its obligations hereunder and is not otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of or relating to outstanding Loans, Letters of Credit, interest, fees or otherwise, to the remaining non-defaulting Lenders for application to, and reduction of, their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties. The Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments to the non-defaulting Lenders in proportion to their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties to which such Lenders are entitled until, as a result of application of the assigned payments to all outstanding Loans and other unpaid Obligations of any of the Loan Parties to the non-defaulting Lenders, the Lenders’ respective Ratable Share of all outstanding Loans and unpaid Obligations have returned to those in effect immediately prior to such violation of this Section 5.3.

5.4 Presumptions by Administrative Agent.

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the

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Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

5.5 Interest Payment Dates.

Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) Months, also on each date that falls every three (3) Months after the beginning of such Interest Period. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).

5.6 Prepayments.

5.6.1 Right to Prepay.

The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.7 [Increased Costs] and Section 5.9 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later than 11:00 a.m. on the date of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information:

(i) the date, which shall be a Business Day, on which the proposed prepayment is to be made;

(ii) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans;

(iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and

(iv) the total principal amount of such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $1,000,000 for any Revolving Credit Loan.

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All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s obligation to indemnify the Lenders under Section 5.9 [Indemnity].

5.6.2 Replacement of a Lender.

In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.7 [Increased Costs], or requires the Borrower to pay any additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.8 [Taxes], (iii) is a Defaulting Lender, or (iv) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its election, upon notice to such Lender and the Administrative Agent, either:

(i) prepay the Loans and Participation Advances of such Lender in whole, together with all interest accrued thereon and any accrued fees and all other amounts payable to such Lender hereunder and under the other Loan Documents (including any amounts under Section 5.9 [Indemnity]), and terminate such Lender’s Commitment; or

(ii) at its sole expense, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(A) the Borrower or such assignee shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns];

(B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(C) in the case of any such assignment resulting from a claim for compensation under Section 5.7.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.8 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and

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(D) such assignment does not conflict with applicable Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 5.6.2, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption Agreement to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption Agreement; provided that the failure of any such Lender to execute an Assignment and Assumption Agreement shall not render such assignment invalid, and such assignment shall be recorded in the register if all other requirements of such assignments have been satisfied.

5.6.3 Mitigation Obligation.

Each Lender agrees that upon the occurrence of any event giving rise to increased costs or other special payments under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], Section 5.7.1 [Increased Costs Generally] or Section 5.8 [Taxes] with respect to such Lender, it will if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 5.6.3 shall affect or postpone any of the Obligations of the Borrower or any other Loan Party or the rights of the Administrative Agent or any Lender provided in this Agreement.

5.6.4 Mandatory Prepayments.

(a) If at any time the Revolving Facility Usage exceeds the Borrowing Base, the Borrower shall take one or more of the actions required by Section 5.11 [Borrowing Base Deficiency], which may include making mandatory prepayments of the Revolving Credit Loans.

(b) If at any time the Revolving Facility Usage is in excess of the Revolving Credit Commitments (as used in this Section 5.6.4(b), a “deficiency”), the Borrower shall immediately make a principal payment on the Loans sufficient to cause the principal balance of the Loans then outstanding to be equal to or less than the Revolving Credit Commitments then in effect. If a deficiency cannot be eliminated pursuant to this Section 5.6.4(b) by prepayment of the Revolving Credit Loans as a result of outstanding Letter of Credit Obligations, the Borrower shall also deposit cash collateral with the Administrative Agent, to be held by the Administrative Agent to secure such outstanding Letter of Credit Obligations.

(c) All prepayments required pursuant to this Section 5.6.4 shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.9 [Indemnity], the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the last day of the applicable Interest Period.

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5.7 Increased Costs.

5.7.1 Increased Costs Generally.

If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender;

(b) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under the LIBOR Rate Option made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.8 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or

(c) impose on any Lender, the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan under the LIBOR Rate Option made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan under the LIBOR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Lender, the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

5.7.2 Capital Requirements.

If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional

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amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

5.7.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans.

A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.7.1 [Increased Costs Generally] or Section 5.7.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

5.7.4 Delay in Requests.

Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section 5.7 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section 5.7 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

5.8 Taxes.

5.8.1 Payments Free of Taxes.

Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.8) the Administrative Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

5.8.2 Payment of Other Taxes by the Borrower.

Without limiting the provisions of Section 5.8.1 [Payments Free of Taxes] above, the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

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5.8.3 Indemnification by the Borrower.

The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.8) paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

5.8.4 Evidence of Payments.

As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to an Official Body, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

5.8.5 Status of Lenders; Refunds.

Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations. Further, the Administrative Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the

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Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(a) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(b) two (2) duly completed valid originals of IRS Form W-8ECI,

(c) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two duly completed valid originals of IRS Form W-8BEN,

(d) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made, or

(e) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to the Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by applicable Law demonstrating that such Lender is not a Foreign Lender.

If the Administrative Agent, a Lender or the Issuing Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Official Body with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Official Body) to the Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to such Official Body. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

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5.9 Indemnity.

In addition to the compensation or payments required by Section 5.7 [Increased Costs] or Section 5.8 [Taxes], the Borrower shall indemnify each Lender against all liabilities, losses, claims, damages or expenses (including loss of margin, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains or incurs as a consequence of any:

(a) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),

(b) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.5 [Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.6 [Prepayments],

(c) default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder, or

(d) the assignment of any Revolving Credit Loans under the LIBOR Rate Option other than on the last day of the Interest Period as a result of a request by the Borrower pursuant to Section 5.6.2 [Replacement of a Lender]; provided, however, that with respect to this clause (iv), the Borrower shall not be required to indemnify any Defaulting Lender whose Revolving Credit Loans are being replaced as a result of a request by the Borrower pursuant to Section 5.6.2 [Replacement of a Lender].

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.

5.10 Settlement Date Procedures.

In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitment] hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to

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the difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and on dates on which mandatory prepayments are due under Section 5.6.4 [Mandatory Prepayments] and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this Section 5.10 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans.

5.11 Borrowing Base Deficiency.

(a) If the Revolving Facility Usage ever exceeds the Borrowing Base, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent to take one or more of the following actions to remedy the Borrowing Base deficiency:

(i) add additional Gas Properties reasonably acceptable to the Required Borrowing Base Lenders to the Borrowing Base Properties such that the Borrowing Base deficiency is cured within 30 days after the Borrower’s notice of election; provided that any Lender that shall fail to reject the proposed addition of Gas Properties to the Borrowing Base Properties within fifteen (15) days of notice of the proposed addition of Gas Properties to the Borrowing Base Properties shall be deemed to have approved the proposed addition of such Gas Properties to the Borrowing Base Properties; or

(ii) either (a) within 30 days following the delivery of such notice, prepay Loans in an aggregate principal amount equal to such Borrowing Base deficiency or (b) eliminate such Borrowing Base deficiency by making four (4) consecutive, mandatory, equal, monthly prepayments of principal on the Revolving Credit Loans, each of which shall be in the amount of 1/4th of the amount of such Borrowing Base deficiency, commencing on the first Business Day of the first calendar month following the delivery of such notice and continuing on the first Business Day of each calendar month thereafter. If the Revolving Credit Loans have been repaid in full and a Borrowing Base deficiency still exists the Borrower shall make deposits into a cash collateral account to provide cash collateral for the Letter of Credit Obligations such that the Borrowing Base deficiency is eliminated within a period of 90 days after the Borrower’s written election or such longer period satisfactory to the Required Borrowing Base Lenders, but in no event to exceed six months, by irrevocably dedicating an amount of the monthly cash flow from the Gas Properties to the cash collateralization of the Letter of Credit Obligations.

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(b) Each prepayment pursuant to this Section 5.11 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment.

6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties.

The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows:

6.1.1 Organization and Qualification.

Each Loan Party is a corporation, partnership or limited liability company duly organized, validly existing and, to the extent applicable with respect to such types of entities generally, in good standing under the laws of its jurisdiction of organization. Each Loan Party has the lawful power to own or lease its properties and to conduct its business in which it is currently engaged, except where the failure to have such power would not reasonably be expected to result in any Material Adverse Change. Each Loan Party is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary except to the extent that the failure to be so duly licensed or qualified or in good standing would not reasonably be expected to result in any Material Adverse Change.

6.1.2 [Reserved.]

6.1.3 Subsidiaries.

Schedule 6.1.3 states the name of each of the Loan Parties that are Subsidiaries of the Borrower, its jurisdiction of incorporation, the issued and outstanding shares (referred to herein as the “Subsidiary Shares”) if it is a corporation, its outstanding partnership interests (the “Partnership Interests”) if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC Interests”) if it is a limited liability company. There are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on Schedule 6.1.3.

6.1.4 Power and Authority.

Each Loan Party has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

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6.1.5 Validity and Binding Effect.

This Agreement has been duly and validly executed and delivered by each Loan Party, and each other Loan Document which any Loan Party is required to execute and deliver has been duly executed and delivered by such Loan Party. This Agreement and each other Loan Document constitutes legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance.

6.1.6 No Conflict.

Neither the execution and delivery of this Agreement or the other Loan Documents to which it is a party by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law, instrument, order, writ, judgment, injunction or decree to which any Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party (other than Liens granted under the Loan Documents), except that certain consents may be required under various contracts and agreements in connection with any attempt to assign such various contracts and agreements pursuant to the assertion of remedies under the Loan Documents.

6.1.7 Litigation.

There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Responsible Officer of the Borrower, threatened against any Loan Party at law or equity before any Official Body or arbitrator that individually or in the aggregate would reasonably be expected to result in any Material Adverse Change. To the knowledge of any Responsible Officer of the Borrower, none of the Loan Parties is in violation of any order, writ, injunction or any decree of any Official Body that would reasonably be expected to result in any Material Adverse Change.

6.1.8 Title to Properties.

(a) Each Loan Party has good and marketable title to or valid leasehold interest in all properties, assets and other rights constituting Borrowing Base Properties, free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases or conveyance instrument; provided, however, a Loan Party shall not be in breach of the foregoing (a) in the event that it fails to own a valid fee or leasehold interest which, either considered alone or together with all other such valid fee or leaseholds that it fails to own, is not material to the current Reserve Report, (b) in the event that the Loan Party’s interest in a leasehold is less than fully marketable because the consent of the lessor to future assignments has

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not been obtained or (c) as a result of certain title defects and exceptions, if the Loan Parties are working to cure such title defects and exceptions as provided for in Section 8.1.17 [Collateral] until such time as such title defects and exceptions are cured by the Loan Parties or waived by the Administrative Agent (or Lenders) as provided by such Section.

(b) Each Loan Party has good and marketable title to or valid leasehold interest in all properties, assets and other rights constituting the Proved Gas Collateral, free and clear of all Liens and encumbrances except Permitted Mortgage Liens, and subject to the terms and conditions of the applicable leases or conveyance instrument; provided however, a Loan Party shall not be in breach of the foregoing (i) in the event that the Loan Party’s interest in a leasehold is less than fully marketable because the consent of the lessor to future assignments has not been obtained, (ii) as a result of certain title defects and exceptions, if the Loan Parties are working to cure title defects or exceptions as contemplated by Section 8.1.17(b)(ii), or (iii) the Borrowing Base has been or is in the process of being adjusted pursuant to Section 8.1.17(b)(iii).

(c) Each Loan Party has good and marketable title to or valid leasehold interest in all properties, assets and other rights, which it purports to own or lease or which are reflected as owned or leased on its books and records (other than Borrowing Base Properties), free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases or conveyance instrument, except to the extent that the failure to hold such title or interest, either alone or together with all other title defects, would not reasonably be expected to result in a Material Adverse Change.

6.1.9 Financial Statements.

(a) Historical Statements. The Borrower has delivered to the Administrative Agent copies of CONSOL’s audited consolidated year-end financial statements for and as of the end of the fiscal year ended December 31, 2010 (the “Historical Statements”). The Historical Statements were compiled from the books and records maintained by management of CONSOL and its Subsidiaries, are correct and complete in all material respects and fairly represent the consolidated financial condition, results of operations and cash flows of CONSOL and its Subsidaries as of the date and for the period specified and have been prepared in accordance with GAAP consistently applied. The financial information relating to the Borrower and its Subsidiaries as set forth in the footnote “Guarantor Subsidiaries Financial Information” within the Historical Statements fairly represents the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the date and for the period specified and have been prepared in accordance with GAAP consistently applied.

(b) Financial Projections. The Borrower has delivered to the Administrative Agent financial projections (including balance sheets and statements of operation and cash flows) of the Loan Parties for the period 2011 through 2015 derived from various assumptions of the Borrower’s management (the “Financial Projections”). The Financial Projections have been prepared in good faith based upon reasonable assumptions and represent a reasonable range of possible results in light of the history of the business, present and foreseeable conditions and the intentions of the Borrower’s management, it being understood that such Financial Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the Financial Projections will be realized. The

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Financial Projections accurately reflect the liabilities of the Loan Parties upon consummation of the transactions contemplated hereby as of the Closing Date.

(c) Accuracy of Financial Statements. No Loan Party has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Historical Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of any Loan Party that would reasonably be expected to cause a Material Adverse Change. Since December 31, 2010, no Material Adverse Change has occurred.

6.1.10 Use of Proceeds; Margin Stock.

(a) General. The Loan Parties intend to use the proceeds of the Loans in accordance with Section 8.1.11 [Use of Proceeds].

(b) Margin Stock. None of the Loan Parties engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U).

6.1.11 Liens in the Collateral.

(a) Security Interests. Except to the extent that the Loan Parties are not required to perfect Liens in certain Collateral pursuant to the Security Documents or any other Loan Document, the Liens and security interests granted to the Collateral Trustee for the benefit of the Secured Parties pursuant to the Pledge Agreement and the Security Agreement in the Collateral (of the type that can be perfected by filing under the Uniform Commercial Code) constitute and will continue to constitute Prior Security Interests, subject to Permitted Liens and the proviso set forth in Section 6.1.8(a) [Title to Properties], under the Uniform Commercial Code as in effect in each applicable jurisdiction or other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law. In the case of Collateral not existing as of the Closing Date, upon the due filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, taking possession of any stock certificates or other certificates evidencing the Pledged Collateral and obtaining “blocked account” agreements with applicable third parties to the extent required by the Security Agreement with respect to deposit accounts, securities accounts, commodities accounts and investment accounts, all such action as is necessary or advisable to create a valid, enforceable Lien in favor of the Collateral Trustee with respect to the Collateral described above will have been taken except to the extent that the Loan Parties are not required to perfect Liens in certain Collateral pursuant to the Security Documents or any other Loan Document. All filing fees and other expenses in connection with each such action have been or will be paid by the Borrower.

(b) Mortgage Liens. Subject to the qualifications and limitations set forth expressly in the Mortgages and in the proviso set forth in Section 6.1.8(b) [Title to Properties], the Liens granted to the Collateral Trustee pursuant to each Mortgage constitute a valid first priority Lien on the Real Property under applicable law, subject only to Permitted Mortgage Liens.

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(c) Pledged Collateral. All the shares of capital stock and other equity interests included in the Pledged Collateral to be pledged pursuant to the Pledge Agreement are or will be upon issuance validly issued and nonassessable and owned beneficially and of record by the pledgor free and clear of any Lien or restriction on transfer, except for Permitted Liens (other than Liens contemplated by clause (vii) of the definition of Permitted Liens) and inchoate Liens that do not have priority over the Liens granted under the Loan Documents and as otherwise provided by the Pledge Agreement and except as the right of the Lenders to dispose of such capital stock or other equity interests may be limited by the Securities Act of 1933, as amended, and the regulations promulgated by the SEC thereunder and by applicable state securities laws. There are no shareholder or other agreements or understandings other than partnership agreements, limited liability company agreements or operating agreements, with respect to the shares of capital stock or other equity interests included in the Pledged Collateral, except as described on Schedule 6.1.11. As of the Closing Date, the Loan Parties have delivered true and correct copies of such partnership agreements and limited liability company agreements to the Administrative Agent.

6.1.12 Full Disclosure.

Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial condition, or results of operations of the Loan Parties taken as a whole that has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby.

6.1.13 Taxes.

All federal, state, local and other tax returns required to have been filed with respect to each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of any Loan Party for any period.

6.1.14 Consents and Approvals.

Except for the filings or recordings required pursuant to Section 7.1.1(o) [Amendments and Assignments of Security Documents], no consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is

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necessary to authorize or permit the execution, delivery or performance of this Agreement and the other Loan Documents or for the validity or enforceability hereof or thereof.

6.1.15 No Event of Default; Compliance with Instruments.

No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. None of the Loan Parties is in violation of (i) any term of its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound where such violation would reasonably be expected to result in a Material Adverse Change.

6.1.16 Patents, Trademarks, Copyrights, Licenses, Etc.

The Loan Parties own or possess all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights, without known or actual conflict with the rights of others, necessary for the Loan Parties, taken as a whole, to own and operate their properties and to carry on their businesses as presently conducted and planned to be conducted by such Loan Parties, except where the failure to so own or possess with or without such conflict would reasonably be expected to result in a Material Adverse Change.

6.1.17 Solvency.

The Loan Parties, taken as a whole, are Solvent. On the Closing Date, at the time of each borrowing of the Loans, the issuance of the Letters of Credit (including extensions, renewals and amendments thereof) and at the time of selection of, renewal of or conversion to an Interest Rate Option, the Loan Parties, taken as a whole, shall be Solvent after giving effect to the transactions contemplated by the Loan Documents and any incurrence of Indebtedness and all other Obligations.

6.1.18 Producing Xxxxx.

All producing xxxxx that constitute part of the Borrowing Base Properties: (a) have been, during all times that any such xxxxx were operated by any Loan Party or its Affiliates, and (b) to the knowledge of the Loan Parties, have been at all other times, drilled, operated and produced in conformity with all applicable Laws, rules, regulations and orders of all regulatory authorities having jurisdiction, are subject to no penalties on account of past production, and are bottomed under and are producing from, and the well bores are wholly within, the Borrowing Base Properties, or on Gas Properties which have been pooled, unitized or communitized with the Borrowing Base Properties, except to the extent that any noncompliance with the representations set forth in this Section 6.1.18 would not reasonably be expected to result in a Material Adverse Change.

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6.1.19 Insurance.

Schedule 6.1.19 lists all material insurance policies to which any Loan Party is a party as of the Closing Date, all of which are valid and in full force and effect as of the Closing Date. Such policies provide adequate insurance coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each Loan Party in accordance with prudent business practice in the industry of the Loan Parties.

6.1.20 Compliance with Laws.

The Loan Parties are in compliance with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.25 [Environmental Matters]) in all jurisdictions in which any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change.

6.1.21 Material Contracts; Burdensome Restrictions.

Except to the extent that the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change, all Material Contracts of each Loan Party are in full force and effect. None of the Loan Parties is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which would reasonably be expected to result in a Material Adverse Change.

6.1.22 Investment Companies; Regulated Entities.

None of the Loan Parties is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.” None of the Loan Parties is subject to any other Federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

6.1.23 ERISA Compliance.

Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change:

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws (except that with respect to any Multiemployer Plan which is a Plan, such representation is deemed made only to the knowledge of the Borrower);

(b) Each Borrower and any ERISA Affiliate has met all applicable minimum funding requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained;

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(c) As of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code and Section 303(d)(2) of ERISA) is 80% or higher and neither any Borrower or any ERISA Affiliate knows of any facts or circumstances which would cause the funding target attainment percentage for any such plan to drop below 80% as of the most recent valuation date;

(d) With respect to any Multiemployer Plan, the Borrower has not been notified of an “accumulated funding deficiency” (within the meaning of Section 412 of the Code) or that application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made;

(e) There has been no nonexempt “prohibited transaction” (as defined in Section 406 of ERISA) or violation of the fiduciary responsibility rules with respect to any Plan that is not a Multiemployer Plan;

(f) No ERISA Event has occurred or is reasonably expected to occur; and

(g) Neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

6.1.24 Employment Matters.

Each of the Loan Parties is in compliance with the Labor Contracts and all applicable federal, state and local labor and employment Laws including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. There are no outstanding grievances, arbitration awards or appeals therefrom arising out of the Labor Contracts or current or threatened strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any of the Loan Parties which in any case would constitute a Material Adverse Change.

6.1.25 Environmental Matters.

Except as disclosed in CONSOL’s most recent annual and quarterly reports filed with the SEC, or as otherwise could not reasonably be expected to have a Material Adverse Change:

(a) Each Loan Party, its operations, facilities and properties are in compliance with all applicable Environmental Laws.

(b) The facilities and properties currently or formerly owned, leased or operated by any of the Loan Parties (the “Properties”) do not contain any Hazardous Materials attributable to the Loan Parties ownership, lease or operation of the Properties in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability for any Loan Parties under, any applicable Environmental Law.

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(c) None of the Loan Parties has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, including any with regard to their activities at any of the Properties or the business operated by the Loan Parties, or any prior business for which the Borrower has retained liability under any Environmental Law.

(d) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability for any Loan Parties under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of by or on behalf of any Loan Parties at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law for any Loan Parties.

6.1.26 Anti-Terrorism Laws.

(a) General. None of the Loan Parties nor any Affiliate of any Loan Party, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Executive Order No. 13224. None of the Loan Parties, nor any Affiliate of any Loan Party, or their respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(vi) a Person who is affiliated or associated with a Person listed above.

No Loan Party and, to the knowledge of any Loan Party, none of its agents acting in any capacity in connection with the Loans, Letters of Credit or other transactions hereunder

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(i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

6.1.27 Gas Imbalances.

There are no gas imbalances, take or pay obligations, or other prepayments with respect to any of the Loan Parties’ Gas Properties that would require any of the Loan Parties to deliver Hydrocarbons produced from their respective Gas Properties at some future time without then or promptly thereafter receiving full payment therefor which would exceed 250,000 m.c.f. in the aggregate.

6.2 Updates to Schedules.

Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall promptly provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same. No Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Administrative Agent, in its reasonable discretion, shall have accepted in writing such revisions or updates to such Schedule; provided, however, that the Borrower may update Schedule 6.1.1 and/or Schedule 6.1.3 in connection with any transaction permitted under Section 8.2.6 [Liquidations, Mergers, Consolidations], Section 8.2.7 [Dispositions of Assets (Other Than Proved Reserves) or Subsidiaries] and Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures].

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

7.1 First Loans and Letters of Credit.

7.1.1 Deliveries.

On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(a) Officer’s Certificate. A certificate of each of the Loan Parties signed by an Authorized Officer or a Responsible Officer, dated the Closing Date stating (i) that the Loan Parties are in compliance with each of their covenants and conditions hereunder, (ii) each of the representatives and warranties of the Loan Parties are true and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties

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which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (iii) no Event of Default or Potential Default exists and (iv) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.

(b) Secretary’s Certificate. A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) the due authorization of all action taken by such Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents on behalf of such Loan Party and their true signatures; and (c) copies of such Loan Party’s organizational documents as in effect on the Closing Date recently certified by the appropriate state official where such documents are filed in a state office together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized.

(c) Delivery of Loan Documents. This Agreement and each of the other Loan Documents (to the extent not executed and delivered on the Original Closing Date) signed by an Authorized Officer.

(d) Opinion of Counsel.

(i) There shall be delivered to the Administrative Agent for the benefit of each Lender a written opinion of in-house counsel for the Loan Parties, dated the Closing Date and in form and substance satisfactory to the Administrative Agent and its counsel: (i) as to the matters set forth in Schedule 7.1.1(d)(i) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.

(ii) In addition, there shall also be delivered to the Administrative Agent, for the benefit of each Lender, a written opinion of Xxxx Xxxxx LLP, counsel to the Loan Parties (who may rely on the opinions of such other counsel as may be acceptable to the Administrative Agent), dated the Closing Date and in form and substance satisfactory to the Administrative Agent and its counsel: (i) as to matters set forth in Schedule 7.1.1(d)(ii) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.

(iii) In addition, there shall also be delivered to the Administrative Agent, for the benefit of each Lender, written opinions of local counsel in the states of Tennessee and West Virginia selected by the Loan Parties and reasonably acceptable to the Administrative Agent, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent and its counsel: (i) as to matters set forth in Schedule 7.1.1(d)(iii) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.

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(e) Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request.

(f) Insurance. The Administrative Agent shall have received evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, and the Collateral Trustee, as mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and reasonably requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including to the extent required, obtaining flood insurance in form and substance satisfactory to the Administrative Agent for such property, structures and contents prior to such property, structures and contents becoming Collateral.

(g) Repayment under Existing Credit Agreement. The Borrower shall have requested Revolving Credit Loans in an amount sufficient to repay the revolving credit loans under the Existing Credit Agreement by delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 12:00 noon, Pittsburgh time, on the Closing Date pursuant to which Revolving Credit Loans (to which the Base Rate Option applies) are requested; and contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Revolving Credit Loans, the Borrower shall pay in full all amounts outstanding under the Existing Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a lender under the Existing Credit Agreement, by execution of this Agreement, waives all notice of prepayment of loans under the Existing Credit Agreement.

(h) Projections. The Borrower shall have delivered the Financial Projections to the Administrative Agent and the Lenders and they shall be reasonably acceptable to the Lenders.

(i) [Reserved].

(j) Title to Gas Properties. The Administrative Agent shall have received satisfactory evidence that the Loan Parties hold marketable title to the Gas Properties to be included in the determination of the Borrowing Base.

(k) Consents. All material consents required to effectuate the transactions contemplated hereby shall have been obtained.

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(l) No Violation of Laws. The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders.

(m) No Actions or Proceedings. No action, proceeding, investigation, regulation, or legislation shall have been instituted, or, to the knowledge of any Responsible Officer threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the sole discretion of the Administrative Agent, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

(n) ERISA; Tax; Other Due Diligence. The Administrative Agent and the Lenders shall have completed or shall have caused to be completed, to their satisfaction in form, scope, substance and in all other respects, a due diligence review with respect to the assets, financial condition, operations, business and prospects of the Loan Parties, including a review, without limitation of the books and records of the Loan Parties, the Historical Statements, the Financial Projections, and, all tax, ERISA, employee retirement benefits, and contingent liabilities to which any Loan Party may be subject.

(o) Amendments and Assignments of Security Documents. Each of the Security Documents, including the Security Documents listed on Schedule 7.1.1(o), shall have been amended or assigned, as applicable, to properly describe this Agreement and the Loans made hereunder and to reflect the assignment of the Collateral Trustee role to PNC, pursuant to documentation acceptable to the Administrative Agent and Borrower, and to the extent required under applicable requirements of Law, such amendment or assignment shall be properly recorded or filed with the applicable recording or filing offices.

(p) Lien Searches. The lien searches listed on Schedule 7.1.1(p) shall have been completed, and the Administrative Agent shall be satisfied with the results thereof.

(q) Environmental Condition. The Administrative Agent shall be reasonably satisfied with the environmental condition of the Gas Properties.

(r) Pledged Collateral. All certificates, agreements or instruments representing or evidencing the Pledged Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Collateral Trustee; provided that possession by the prior Collateral Trustee as bailee for the Collateral Trustee pursuant to the Successor Agent Agreement pending delivery to PNC as successor Collateral Trustee shall satisfy this condition as to all such possessed Pledged Collateral.

(s) Other Documentation. Such other documents in connection with such transactions as the Administrative Agent or said counsel may reasonably request.

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7.1.2 Payment of Fees.

The Borrower shall have paid all fees payable on or before the Closing Date.

7.2 Each Loan or Letter of Credit.

At the time of making any Loans or issuing any Letters of Credit (or amendments or extensions thereto) other than Loans made or Letters of Credit issued on the Closing Date and after giving effect to the proposed extensions of credit: the representations and warranties of the Loan Parties contained in Section 6 [Representations and Warranties] and in the other Loan Documents shall be true on and as of the date of the making of such additional Loan or the issuance such Letter of Credit (or amendments or extensions thereto) with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein) and the Loan Parties shall have performed and complied with all covenants and conditions hereof; no Event of Default or Potential Default shall have occurred and be continuing; the making of the Loans or issuance of such Letter of Credit (or amendments or extensions thereto) shall not contravene any Law applicable to any Loan Party or any of the Lenders; and the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be.

8. COVENANTS

8.1 Affirmative Covenants.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon, expiration or termination of all Letters of Credit, and satisfaction of all of the Loan Parties’ other Obligations under the Loan Documents and termination of the Commitments, the Loan Parties shall comply at all times with the following affirmative covenants:

8.1.1 Preservation of Existence, Etc.

Each Loan Party shall maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its failure to so qualify, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Change, except as otherwise expressly permitted in Section 8.2.6 [Liquidations, Mergers, Consolidations].

8.1.2 Payment of Liabilities, Including Taxes, Etc.

Each Loan Party shall duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable (including extensions), including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for

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which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only to the extent that failure to pay or discharge any such liabilities would not result in any additional liability which would adversely affect to a material extent the financial condition of the Loan Parties, taken as a whole, or which would materially and adversely affect the Collateral, provided that the Loan Parties will pay all such liabilities forthwith upon the commencement of proceedings to enforce any Lien which may have attached as security therefor or take other action as is required to suspend such enforcement action unless such Lien otherwise qualifies as a Permitted Lien.

8.1.3 Maintenance of Insurance.

Each Loan Party shall insure its properties and assets against loss or damage by fire and such other insurable hazards (including flood, fire, property damage, workers’ compensation and public liability insurance) and against other risks (including errors and omissions), and in such amounts as similar properties and assets, as are commonly insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent (x) annually an original certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all commercial insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain the necessary endorsements or policy language, which shall (i) specify the Collateral Trustee on behalf of the Secured Parties as an additional insured on the liability policies and mortgagee and lender loss payee as their interests may appear, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole obligation of the applicable Loan Parties and not that of the additional insured, (ii) provide that the interest of the Lenders, under the lender’s loss payable endorsement in a form similar to the form provided on the Closing Date, shall be insured regardless of any breach or violation by the applicable Loan Parties of any warranties, declarations or conditions contained in such policies or any action or inaction of the applicable Loan Parties, (iii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise (to the extent that the Loan Parties are able on a commercially reasonable efforts basis to obtain such waiver from the insurers), (iv) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least ten (10) days after notification to the Administrative Agent of such cancellation or change, (v) be primary without right of contribution of any other liability insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral, and (vi) provide that inasmuch as any liability policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each insured. Each Loan Party shall take all actions required under the Flood Laws to the extent reasonably requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, (i) maintaining such flood insurance in full force and effect and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Laws and (ii) delivering to the Administrative Agent evidence of such

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compliance in form and substance reasonably acceptable to the Administrative Agent. If a Casualty Event occurs, the Borrower shall promptly notify the Administrative Agent of such event and the estimated (or actual, if available) amount of such loss.

8.1.4 Maintenance of Properties.

(a) Each Loan Party shall maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those material properties that are necessary to operate Borrowing Base Properties, and from time to time, such Loan Party will make or cause to be made, in a reasonably diligent fashion, all appropriate repairs thereof. In particular, each Loan Party shall operate or cause to be operated its Borrowing Base Properties in a manner similar to a reasonable and prudent operator.

(b) Each Loan Party shall (x) maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those material properties useful or necessary to its business and (y) make or cause to be made, in a reasonably diligent fashion, all appropriate repairs, renewals or replacements thereof, in each case if the failure to so maintain, repair, renew or replace the same would reasonably be expected to constitute a Material Adverse Change.

8.1.5 Maintenance of Patents, Trademarks, Etc.

Each Loan Party shall maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of its properties and business if the failure so to maintain the same would constitute a Material Adverse Change.

8.1.6 Visitation Rights.

Each Loan Party shall permit any of the officers or authorized employees or representatives of the Administrative Agent or any of the Lenders (so long as no Event of Default has occurred and is continuing, at such Administrative Agent’s or Lender’s expense) to visit and inspect any of its properties during normal business hours and to examine (including, without limitation, any field examinations) and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection, all such visits and inspections shall be made in accordance with such Loan Party’s standard safety, visit, and inspection procedures and no such visit or inspection shall interfere with such Loan Party’s normal business operation. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent.

8.1.7 Keeping of Records and Books of Account.

Each Loan Party shall maintain and keep proper books of record and account which enable the Borrower to issue financial statements in accordance with GAAP and as

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otherwise required by applicable Laws of any Official Body having jurisdiction over any Loan Party, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.

8.1.8 Further Assurances.

Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Lien on and Prior Security Interest in the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties as a continuing first priority perfected Lien, subject only to Permitted Mortgage Liens and the proviso set forth in Section 6.1.8(b) [Title to Properties] with respect to the Proved Gas Collateral, Permitted Liens and the proviso set forth in Section 6.1.8(a) [Title to Properties] with respect to all Borrowing Base Properties and, Permitted Liens and the proviso set forth in Section 6.1.8(c) [Title to Properties] with respect to all Collateral other than the Proved Gas Collateral, and shall do such other acts and things as the Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce the Collateral Trustee’s rights and remedies thereunder with respect to the Collateral.

8.1.9 [Reserved].

8.1.10 Compliance with Laws.

Each Loan Party shall comply with all applicable Laws, including all Environmental Laws, in all material respects, provided that it shall not be deemed to be a violation of this Section 8.1.10 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would reasonably be expected to result in a Material Adverse Change.

8.1.11 Use of Proceeds.

The Loan Parties will use the Letters of Credit and the proceeds of the Loans only for (a) refinancing all amounts outstanding under the Existing Credit Agreement and (b) general corporate purposes of the Loan Parties, including without limitation, transaction fees and expenses, Letters of Credit, working capital, for acquisition, exploration and development of Hydrocarbon Interests, and capital expenditures of the Loan Parties. The Loan Parties shall not use the Letters of Credit or the proceeds of the Loans for any purposes which contravenes any applicable Law or any provision hereof.

8.1.12 Subordination of Intercompany Loans.

Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any other Loan Party (other than the Borrower) to be subordinated pursuant to the terms of the Intercompany Subordination Agreement. Each Loan Party shall cause any intercompany Indebtedness, loans or advances owed by any Loan Party to any CONSOL Loan Party to be subordinated pursuant to the terms of the CONSOL Intercompany Subordination Agreement.

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8.1.13 Anti-Terrorism Laws.

None of the Loan Parties is or shall be (i) a Person with whom any Lender is restricted from doing business under Executive Order No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving any contribution of funds, goods or services to or for the benefit of such a Person or in any transaction that evades or avoids, or has the purpose of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation of any Anti-Terrorism Law. Upon the request of any Lender, the Loan Parties shall provide to the Lenders certification confirming compliance by the Loan Parties with Anti-Terrorism Laws.

8.1.14 Compliance with Leases; Pipeline Agreements and Other Instruments.

Each Loan Party will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by such party (or required to keep unimpaired in all material respects the rights of such party in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; provided, however, that (A) nothing in this Agreement shall be deemed to require any Loan Party to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (B) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change.

8.1.15 Certain Additional Assurances Regarding Maintenance and Operations of Properties.

With respect to those Borrowing Base Properties which are being operated by operators other than a Loan Party, no Loan Party shall be obligated to perform any undertakings contemplated by the covenants and agreement contained in Section 8.1.14 [Compliance with Leases; Pipeline Agreements and Other Instruments] that any Responsible Officer of the applicable Loan Party reasonably believes are (a) performable only by such operators or (b) beyond the control of any Loan Party; however, the Borrower agrees to promptly take, or cause to be taken, all reasonable actions available under any operating agreements or otherwise to bring about the performance of any such material undertakings required to be performed thereunder.

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8.1.16 [Reserved]

8.1.17 Collateral.

(a) Collateral Generally. Pursuant to the Loan Documents, the Loan Parties shall grant, or cause to be granted, to the Collateral Trustee, for the benefit of the Secured Parties, a first priority security interest in and lien on, subject only to Permitted Mortgage Liens in the case of Collateral described in clause (ii) and subject only to Permitted Liens in the case of Collateral described in clauses (i) and (iii): (i) all capital stock and other equity interests owned by the Loan Parties, but only up to 65% of the capital stock or other equity interests of any Foreign Subsidiary that is wholly-owned directly or indirectly by any Loan Party and none of the capital stock or other equity interests of the other Excluded Subsidiaries, (ii) Proved Reserves (including all infrastructure relating thereto that is located thereon, including without limitation, pipelines, compressors and the like with respect to such properties) that constitute no less than seventy-five percent (75%) of the total present value of all such Proved Reserves included in the Borrowing Base Properties as such present values are determined in accordance with the most recent Reserve Report, together with as-extracted collateral related to such Proved Reserves (“Proved Gas Collateral”), and (iii) all of the other assets (except as excluded or limited above or as excluded or limited in any other Loan Document) of the Loan Parties in which a security interest is perfected by the filing of a UCC-1 financing statement with the secretary of state or similar agency in the applicable Loan Party’s jurisdiction of organization (including without limitation all accounts receivable, inventory, chattel paper and general intangibles), investment property and deposit accounts of each of the Loan Parties whether owned on the Closing Date or subsequently acquired; provided, however, Liens will not be required on (a) the assets described on Schedule 8.1.17, (b) any Proved Reserves or as-extracted collateral related to such Proved Reserves (other than with respect to Proved Reserves that constitute seventy-five percent (75%) of the total present value of Proved Reserves and as-extracted collateral related thereto referenced in clause (ii) of this Section 8.1.17(a)) or any other Real Property and (c) any capital stock or other equity interest in any Person that is not a direct or indirect Subsidiary of the Borrower or any other Loan Party. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, with respect to the Proved Gas Collateral, the Loan Parties shall grant such first priority security interest in and lien on such Proved Gas Collateral and contemporaneously with such grant shall provide to the Administrative Agent local counsel opinions in form and substance satisfactory to the Administrative Agent with respect to the Mortgages and as-extracted UCC filings being recorded as soon as reasonably practicable after the delivery of the most recent Reserve Report to the extent required by clause (ii) of this Section 8.1.17(a) and contemporaneously with any such subsequent grant, to the extent that any Mortgage and as-extracted UCC filing is being recorded in a jurisdiction in which local counsel opinions have not previously been delivered, shall provide to the Administrative Agent a local counsel opinion in form and substance satisfactory to the Administrative Agent with respect to such Mortgage and as-extracted UCC filing.

(b) Title Information.

(i) Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, on or prior to the Closing Date, the Loan Parties shall deliver title reports and information on the Proved Reserves that comprise at least seventy-five percent (75%) of the total

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present value of all the Proved Reserves included in the Borrowing Base Properties. All such title reports and information shall be in form and substance that is customary and usual for such Proved Reserves and shall be in form and substance reasonably satisfactory to the Administrative Agent (the “Required Title Information”). Additionally, on or before the delivery to the Administrative Agent and the Lenders of each Reserve Report delivered after the Closing Date, the Borrower will deliver the Required Title Information covering enough of the Proved Reserves included in the Borrowing Base Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with the Required Title Information previously delivered to the Administrative Agent, the Required Title Information on at least 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties evaluated by such Reserve Report;

(ii) At any time that the Borrower has provided the Required Title Information for Proved Gas Collateral under Section 8.1.17(b)(i), the Borrower shall, within sixty (60) days of notice from the Administrative Agent that title defects or exceptions exist with respect to such Proved Gas Collateral, either (A) cure to the reasonable satisfaction of the Administrative Agent any such title defects or exceptions (including defects or exceptions as to priority) which are not Permitted Mortgage Liens raised by such information, (B) substitute acceptable Proved Reserves with no title defects or exceptions except for Permitted Mortgage Liens, or (C) deliver additional Required Title Information so that the Administrative Agent shall have received, together with the Required Title Information previously delivered to the Administrative Agent, the Required Title Information on at least 75% of the present value of the Proved Reserves evaluated by the then current Reserve Report;

(iii) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the sixty (60) day period or the Borrower does not comply with the requirements to provide the Required Title Information covering 75% of the value of the Proved Reserves included in the Borrowing Base Properties, such default shall not be an Event of Default, but instead the Syndication Agent and/or the Required Borrowing Base Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Syndication Agent or the Required Borrowing Base Lenders. To the extent that the Syndication Agent or the Required Borrowing Base Lenders are not satisfied with title to any Proved Gas Collateral after the sixty (60) day period has elapsed, such unacceptable Proved Gas Collateral shall not count towards the 75% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Borrowing Base Lenders to cause the Borrower to be in compliance with the requirement to provide the Required Title Information on 75% of the present value of the Proved Reserves included in the Borrowing Base Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.

8.1.18 Post-Closing Matters.

The Loan Parties will execute and deliver to the Administrative Agent the documents and complete the tasks set forth on Schedule 8.1.18 hereto, within the time frames set

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forth therein, unless otherwise waived or extended by the Administrative Agent in its sole discretion.

8.2 Negative Covenants.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder and termination of the Commitments, the Loan Parties shall comply with the following negative covenants:

8.2.1 Indebtedness.

None of the Loan Parties shall at any time create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness existing as of the Original Closing Date as set forth on Schedule 8.2.1 (including any Refinancings thereof);

(c) Indebtedness secured by Liens permitted by clause (viii) of the definition of “Permitted Liens”; provided that the aggregate amount of such secured Indebtedness shall not exceed $100,000,000 (excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P)), and provided, further, that at the time of the incurrence of any such Indebtedness no Potential Default or Event of Default shall exist;

(d) Indebtedness of a Loan Party to another Loan Party which is subordinated in accordance with the provisions of Section 8.1.12 [Subordination of Intercompany Loans];

(e) Indebtedness incurred in connection with any Permitted Commodity Hedge Agreement;

(f) Indebtedness of not more than $25,000,000 secured by a Permitted Acquisition Lien:

(g) Indebtedness of the type reflected in clause (j) of the definition of Indebtedness arising out of or with respect to surety and performance bonds procured by the Loan Parties in the ordinary course of its business, or Indebtedness secured by Liens permitted by clauses (i), (ii), (iii), (iv), (xi) and (xiv) of the definition of Permitted Liens;

(h) Indebtedness incurred in connection with Guaranties permitted under Section 8.2.3 [Guaranties];

(i) in addition to the above, unsecured Indebtedness of up to $35,000,000 in the aggregate outstanding at any one time;

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(j) in-kind obligations relating to oil and gas balancing positions arising in the ordinary course of business; and

(k) Indebtedness under the CONSOL Loans.

8.2.2 Liens.

None of the Loan Parties shall at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens, subject to the proviso in Section 6.1.8(a) [Title to Properties].

8.2.3 Guaranties.

None of the Loan Parties shall at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person, except:

(a) Guaranties by the Loan Parties of the CONSOL Senior Notes (2010), the CONSOL Senior Notes (2011) and the obligations under the CONSOL Credit Agreement, and any Refinancing of any of the foregoing;

(b) any Guaranty by any Loan Party of any Indebtedness, liabilities or other obligations of any other Loan Party;

(d) any Guaranty existing as of the Original Closing Date that is set forth on Schedule 8.2.3;

(e) any Guaranty by any Loan Party, other than those specifically excepted pursuant to other clauses of this Section 8.2.3, for outstanding obligations (whether contingent or otherwise) so long as the outstanding aggregate amount of such Guaranties, at such time, plus, without duplication, the amount of Investments set forth in Section 8.2.4(f) [Loans and Investments], does not exceed $150,000,000; provided that for the purposes of calculating the outstanding aggregate amount of such Guaranties and Investments, this aggregate amount shall be reduced by the aggregate amount of any quantifiable rebate, dividend, return, or other financial benefit received by such Loan Party with respect to such Guaranties and Investments for the period from the Closing Date through and including the date of determination;

(f) Guaranties by the Loan Parties of the Indebtedness of the CONSOL Loan Parties that are incurred pursuant to Section 8.2.1(x) of the CONSOL Credit Agreement or successor provision (but not in excess of the amount that would be permitted by such Section (including the Sections referred to in such Section 8.2.1(x) and related definitions) as in effect on the Closing Date).

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8.2.4 Loans and Investments.

None of the Loan Parties shall at any time make or suffer to remain outstanding any Investment or become or remain liable for any Investments, except:

(a) trade credit extended on usual and customary terms in the ordinary course of business;

(b) (i) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business and (ii) loans or advances to employees made in the ordinary course of business, provided that such loans and advances to all such employees do not exceed an aggregate amount of $5,000,000 outstanding at any time;

(d) Investments (i) in other Loan Parties, (ii) in Foreign Subsidiaries or other Joint Ventures relating to Gas Properties not located within the geographical boundaries of the United States and Canada, provided Investments pursuant to this clause (ii) shall not exceed $25,000,000 in the aggregate at any time and (iii) constituting the purchase or acquisition of all of the equity interests (not already owned by a Loan Party) in another Person substantially all of whose assets consist of Hydrocarbon Interests; provided that (x) Section 8.2.9 [Subsidiaries, Partnerships and Joint Venture] is complied with and (y) no Event of Default or Potential Event of Default exists or results therefrom;

(e) in connection with the management of employee benefit trust funds of any Loan Party, investment of such employee benefit trust funds in Investments of a type generally and customarily used in the management of employee benefit trust funds;

(f) other than those Investments specifically described in other clauses of this Section 8.2.4, Investments made by the Loan Parties after the Closing Date (including Investments permitted by Section 8.2.6(c) [Liquidations, Mergers, Consolidations]) in all Persons (other than the Loan Parties) in the form of cash, non-cash assets, unpaid loans or advances from the Loan Parties, so long as the outstanding aggregate amount of such Investments, at such time, plus, without duplication, the amount of the Guaranties set forth in Section 8.2.3(e) [Guaranties] above does not exceed $150,000,000; provided that for purposes of calculating the outstanding aggregate amount of such Investments and Guaranties, such aggregate amount shall be reduced by the aggregate amount of any quantifiable rebate, dividend, return, or other financial benefit received by such Loan Party with respect to such Investments and Guaranties for the period from the Closing Date through and including the date of determination; and provided further that after giving effect to any such Investment permitted under this clause (f) no Event of Default or Potential Default shall exist or shall result from any such Investment;

(g) Investments existing as of the Original Closing Date;

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(h) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to any Loan Party or in satisfaction of judgments; and

(i) any Guaranty permitted by clause (a) of Section 8.2.3 [Guaranties].

8.2.5 Dividends and Related Distributions.

None of the Loan Parties shall make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except:

(a) dividends or other distributions payable to another Loan Party;

(b) dividends payable by the Borrower and common stock purchases or redemptions made by the Borrower, on common stock issued by the Borrower of up to an aggregate total amount of 50% of Consolidated Net Income determined as of the end of each fiscal quarter of the Borrower for the four fiscal quarters then ended, provided that at the time of any such dividend payment, common stock purchase or redemption and after giving effect thereto, (x) no Event of Default or Potential Default shall exist or shall result from such dividend payment or such common stock 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 any payment under any Guaranty permitted by Section 8.2.3(a) shall reduce the amount of dividends permitted by this Section 8.2.5(b); and

(c) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder.

8.2.6 Liquidations, Mergers, Consolidations.

None of the Loan Parties shall dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation; provided that

(a) any Loan Party (other than the Borrower) may merge or consolidate with or into any other Loan Party, and any Loan Party may merge or consolidate with the Borrower, provided that, in the case of a consolidation or merger involving the Borrower, the Borrower shall be the surviving Person;

(b) any Loan Party that holds only de minimis assets and is not conducting any material business may dissolve; and

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(c) so long as no Event of Default or Potential Default exists or results therefrom, a Loan Party may merge or consolidate with any other Person whose assets and total liabilities do not exceed, in either case, $100,000,000, provided that a Loan Party shall be the continuing or surviving Person in such merger or consolidation.

8.2.7 Dispositions of Assets (Other Than Proved Reserves) or Subsidiaries.

Other than with regard to Proved Reserves, none of the Loan Parties shall sell, convey, assign, lease, sublease, license, abandon or otherwise transfer or dispose of (any such transaction, a “Disposition”), voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of such Loan Party), except:

(a) transactions involving the sale of Hydrocarbons produced or sold in the ordinary course of business;

(b) any Disposition of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s business or the grant in the ordinary course of business of any non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interests;

(d) any Disposition of assets consisting of Significant Gathering Systems;

(e) any Disposition of assets, so long as (i) within two hundred and seventy (270) days following any such Disposition of the assets that were the subject thereof, such assets are replaced by or subject to contractual obligations for the replacement by, substitute, replacement or other assets of the type used in any Loan Party’s business and (ii) all such substitute assets are subject to the Collateral Trustee’s Prior Security Interest for the benefit of the Secured Parties to the extent such substitute assets are required to be part of the Collateral pursuant to this Agreement or the other Loan Documents; provided that the fair market value of all assets Disposed of under this clause in any given fiscal year shall not exceed $50,000,000 (for purposes of this Section 8.2.7(e), so long as an option or right of first refusal is in effect with respect to certain assets, it shall be treated as a disposition on the date that the option or right of first refusal is granted);

(f) any Disposition, other than those specifically excepted pursuant to the other clauses of this Section 8.2.7, which is approved by the Required Lenders;

(g) routine farm outs of Gas Properties not included in Proved Reserves; or

(h) any Disposition of Unproved Reserves.

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8.2.8 Affiliate Transactions; Change in Affiliate Contracts.

(a) Except for Guaranties permitted hereby and the borrowing and repayment of CONSOL Loans in compliance with the CONSOL Intercompany Subordination Agreement, none of the Loan Parties shall enter into or carry out any transaction with an Affiliate thereof other than another Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless (i) such transaction is not otherwise prohibited by this Agreement, and (ii) such transaction either (A) would be entered into by a prudent Person in the position of such Loan Party or (B) is entered into upon fair and reasonable arm’s-length terms and conditions and is in accordance with all applicable Law; or

(b) None of the Loan Parties shall amend or modify, in any material and adverse respect, the Affiliate Contracts.

8.2.9 Subsidiaries, Partnerships and Joint Ventures.

None of the Loan Parties shall own or create directly or indirectly any Subsidiaries other than (i) Excluded Subsidiaries, (ii) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (iii) any Subsidiary (other than an Excluded Subsidiary) formed or acquired after the Closing Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor by delivering to the Administrative Agent and Collateral Trustee, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [First Loans and Letters of Credit], modified as appropriate, and (C) documents necessary to grant and perfect Prior Security Interests to the Collateral Trustee for the benefit of the Secured Parties in the Collateral held by such Subsidiary. Except in connection with an Investment permitted by Section 8.2.4 [Loans and Investments], none of the Loan Parties shall become or agree to (1) become a general partner in any general or limited partnership, except that the Loan Parties may be general partners in other Loan Parties or (2) hold an equity interest in any Joint Venture.

8.2.10 Continuation of or Change in Business.

None of the Loan Parties shall engage in any business other than the business of the Loan Parties and their Subsidiaries, substantially as conducted and operated by the Loan Parties and their Subsidiaries, taken as a whole, as of the Closing Date or business that supports or is complimentary to such business, and the Loan Parties shall not permit any material change in the nature of such business.

8.2.11 [Reserved].

8.2.12 Fiscal Year.

The Borrower shall not, and shall not permit any other Loan Party to, change its fiscal year from the twelve-month period beginning January 1 and ending December 31.

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8.2.13 Issuance of Stock.

None of the Loan Parties (other than the Borrower) shall issue any additional shares of its capital stock or any options, warrants or other rights in respect thereof to any Person other than another Loan Party.

8.2.14 Changes in Organizational Documents.

None of the Loan Parties shall amend in any material respect its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents without providing at least ten (10) calendar days’ prior written notice to the Administrative Agent and the Lenders and, in the event such change would be adverse in any material respect to the Lenders as reasonably determined by the Administrative Agent, obtaining the prior written consent of the Required Lenders. For purposes of the foregoing, it shall be deemed material for, among other things, any amendment to affect the name of the entity, its state of formation, or its outstanding equity interests or the transferability thereof.

8.2.15 Hedging.

Borrower will not, and will not permit any Loan Party to, enter into any Hedge Agreement, other than (i) Permitted Commodity Hedge Agreements and (ii) Hedge Agreements not relating to commodities entered into in the ordinary course of business to hedge or mitigate risks to which the Loan Parties are exposed in the conduct of their business or the management of their liabilities.

8.2.16 Sale of Proved Reserves; Pooling.

None of the Loan Parties shall sell, assign, transfer or convey any interest in any Gas Properties consisting of Proved Reserves, or voluntarily pool or unitize all or any part of their Gas Properties consisting of Proved Reserves, except, in each case, as follows:

(a) extracted Hydrocarbons sold in the ordinary course of business;

(b) forced pooling or other action whether initiated by or at the request of a Loan Party or another Person;

(d) sales, assignments, transfers,conveyances or leases in connection with Joint Operating or Development Agreements or other operating agreements, unitization agreements and pooling arrangements with, or grants of non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interest to, other Persons in each case which are usual and customary in the oil and gas business, excluding, however, any Investments, Indebtedness or Liens unless otherwise allowed by this Agreement; or

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(e) Investments (within the limits of Section 8.2.4(f) [Loans and Investments]) or sales, assignments, transfers, conveyances or leases of Proved Reserves (whether directly or indirectly by means of the sale or investment of equity interests in a Loan Party or otherwise) other than those permitted in clauses (a) through (d) above, provided that, simultaneously with any such sale, assignment, transfer, conveyance or lease of Proved Reserves, if the aggregate value of all such sales, assignments, transfers, conveyances or leases of Proved Reserves since the last redetermination of the Borrowing Base exceeds five percent (5%) of the Borrowing Base then in effect, the Borrowing Base is adjusted by amounts agreed to at the time by the Required Borrowing Base Lenders; provided, after giving effect to any of the foregoing, the Collateral Trustee shall have the Lien required by Section 8.1.17 [Collateral] in the Proved Gas Collateral.

8.2.17 Maximum Leverage Ratio.

The Loan Parties shall not at any time permit the Leverage Ratio, calculated as of the end of each fiscal quarter, to be greater than 3.5 to 1.0.

8.2.18 Minimum Interest Coverage Ratio.

The Loan Parties shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter, to be less than 3.0 to 1.0.

8.2.19 Inconsistent Agreements.

The Borrower shall not, and shall not permit any other Loan Party to, enter into any material agreement containing any provision that would be violated or breached by any borrowing by the Borrower under this Agreement or by the performance by any Loan Party of their respective Obligations under this Agreement or under any other Loan Document.

8.2.20 Restrictions on Upstream Dividends and Payments.

The Borrower shall not, and shall not permit any other Loan Party to, enter into any agreement containing any provisions that would prohibit, limit or otherwise restrict dividends or distributions payable by any Loan Party to any other Loan Party.

8.2.21 Certain Matters Regarding the Collateral Trust Agreement.

There shall be (i) no amendment, modification, supplement or restatement of nor any waiver or consent under the Collateral Trust Agreement (except as required as a condition to this Agreement), nor (ii) any change after the Closing Date in the Person that is the Collateral Trustee as of the Closing Date, unless in the case of any of the matters under the immediately preceding clause (i) and clause (ii) the Borrower shall have provided at least thirty (30) calendar days’ prior written notice thereof to the Administrative Agent and the Lenders and obtaining the written consent of the Administrative Agent and the Required Lenders.

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8.3 Reporting Requirements.

The Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder and under the other Loan Documents and termination of the Commitments, the Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:

8.3.1 Quarterly Financial Statements.

As soon as available and in any event within forty (40) calendar days after the end of each of the first three fiscal quarters in each fiscal year (or such earlier or later date, from time to time established by the SEC in accordance with the Exchange Act applicable to CONSOL), financial statements of CONSOL, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, containing the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter, and related consolidated statements of income and condensed cash flows for the fiscal quarter then ended and the fiscal year through that date (all set forth in footnote “Guarantor Subsidiaries Financial Information,” and provided that the Borrower and its Subsidiaries are presented in a separate column), all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Authorized Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

8.3.2 Annual Financial Statements.

As soon as available and in any event within sixty (60) days after the end of each fiscal year of CONSOL (or such earlier or later date, from time to time established by the SEC in accordance with the Exchange Act applicable to the Borrower), financial statements of CONSOL consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, containing the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and related consolidated statements of income and condensed cash flows for the fiscal year then ended (all set forth in footnote “Guarantor Subsidiaries Financial Information,” and provided that the Borrower and its Subsidiaries are presented in a separate column), all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents.

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8.3.3 SEC Web Site.

Reports required to be delivered pursuant to Section 8.3.1 [Quarterly Financial Statements], Section 8.3.2 [Annual Financial Statements] and Section 8.3.8(a) and (b) [Budgets, Forecasts, Other Reports and Information] shall be deemed to have been delivered on the date on which such report is posted on the SEC’s website at xxx.xxx.xxx, and such posting shall be deemed to satisfy the reporting requirements of Sections 8.3.1, 8.3.2 and 8.3.8(a) and (b).

8.3.4 Certificate of the Borrower.

On or prior to the date that the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements] are required to be furnished, a certificate (each a “Compliance Certificate”) of the Borrower signed by the Authorized Financial Officer, in the form of Exhibit 8.3.4, to the effect that, except as described pursuant to Section 8.3.5 [Notice of Default], (i) the representations and warranties of the Borrower contained in Section 6 [Representations and Warranties] and in the other Loan Documents are true on and as of the date of such certificate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time), (ii) no Event of Default or Potential Default exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with all financial covenants contained in Section 8.2.17 [Maximum Leverage Ratio] and Section 8.2.18 [Minimum Interest Coverage Ratio] and (iv) describing the Hedge Agreements in place to which any Loan Party is a party and confirming that all such Hedge Agreements are Permitted Commodity Hedge Agreements.

8.3.5 Notice of Default.

Promptly after any Responsible Officer of the Borrower has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by a Responsible Officer of the Borrower setting forth the details of such Event of Default or Potential Default and the action that such Loan Party proposes to take with respect thereto.

8.3.6 Notice of Litigation.

Promptly after any Responsible Officer of the Borrower has learned of the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party (that would reasonably be expected to result in a liability against such Loan Party) relating to the Collateral involving a claim or series of claims in excess of the Threshold Amount or which if adversely determined would constitute a Material Adverse Change.

8.3.7 Certain Events.

Written notice to the Administrative Agent and to the Lenders:

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(a) notice of an acquisition subject to a Permitted Acquisition Lien no less than five (5) days prior to such acquisition,

(b) promptly after any Responsible Officer of the Borrower has learned of any event which could reasonably be expected to have a Material Adverse Change,

(c) within the time limits set forth in Section 8.2.14 [Changes in Organizational Documents], any material amendment to the organizational documents of any Loan Party (for purposes of the foregoing, it shall be deemed material for, among other things, any amendment to affect the name of the entity, its state of formation, or its outstanding equity interests or the transferability thereof) and also within such time limits the other notices required by such Section, and

(d) promptly after any Loan Party incurs obligations or liabilities that are due and payable arising in connection with or as a result of the early or premature termination of Hedge Agreements (whether or not occurring as a result of a default thereunder), which would exceed the Threshold Amount in the aggregate.

8.3.8 Budgets, Forecasts, Other Reports and Information.

(a) Any reports, notices or proxy statements generally distributed by the Borrower to its stockholders on a date no later than the date supplied to such stockholders;

(b) Regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by any Loan Party with the Securities and Exchange Commission, provided that the foregoing reports shall be deemed to have been delivered on the date on which such report is posted on the SEC’s web site at xxx.xxx.xxx, and such posting shall be deemed to satisfy this reporting requirement;

(c) Promptly upon their becoming available to the Borrower, a copy of any material order in any material proceeding to which any Loan Party is a party issued by any Official Body; and

(d) Promptly upon request, such other reports and information as any of the Lenders may from time to time reasonably request, including, without limitation, annual budgets and five year projections of the Borrower. The Borrower shall also notify the Lenders promptly of the enactment or adoption of any Law that would reasonably be expected to result in a Material Adverse Change.

8.3.9 ERISA Event.

Within five (5) Business Days after any Responsible Officer of the Borrower has knowledge thereof, upon the occurrence of any ERISA Event.

8.3.10 Reserve Reports.

(a) Independent Engineer. As soon as available and in any event within ninety (90) days after December 31 of each year, the Borrower shall have delivered to the

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Administrative Agent a Reserve Report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by the Independent Engineer (the “December 31 Reserve Report”), setting forth such Independent Engineers’ estimates of the Proved Reserves on the Borrowing Base Properties and the future gross revenue and future net income to be derived from such Proved Reserves as of the date of the December 31 Reserve Report for each year. The December 31 Reserve Report shall estimate the Proved Reserves and income data for the Proved Developed Producing Reserves, the Proved Developed Non-Producing Reserves and the Proved Undeveloped Reserves, and shall, in each case, report only the Proved Reserves and income data attributable to each Loan Party’s working interest percentage in or each Loan Party’s pro rata share of, as the case may be, any Proved Reserves located on the Borrowing Base Properties, less each Loan Party’s obligations or pro rata share of such obligations, as the case may be, for advance payments for each such property. All calculations in the December 31 Reserve Report shall be made on a property-by-property and an interest-by-interest basis in order to reflect the varying royalties, costs and expenses, working interests and advance payments applicable to the various Borrowing Base Properties covered by the December 31 Reserve Report. Except as otherwise specifically required herein, the December 31 Reserve Report shall be prepared and presented in accordance with the requirements of the SEC from time to time in effect.

(b) Internal Engineer. As soon as available and in any event within ninety (90) days after June 30 of each year, the Borrower shall have delivered to the Administrative Agent an engineering report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by a petroleum engineer who is an employee or agent of CONSOL or one of its Subsidiaries (the “June 30 Reserve Report”), setting forth such engineer’s estimates of the Proved Reserves on the Borrowing Base Properties and the future gross revenue and future net income to be derived from such Proved Reserves as of the date of the June 30 Reserve Report for each year. The June 30 Reserve Report shall estimate the Proved Reserves and income data for the Proved Developed Producing Reserves, the Proved Developed Non-Producing Reserves and the Proved Undeveloped Reserves, and shall, in each case, report only the Proved Reserves and income data attributable to each Loan Party’s working interest percentage in or each Loan Party’s pro rata share of, as the case may be, any Proved Reserves located on the Borrowing Base Properties, less each Loan Party’s obligations or pro rata share of such obligations, as the case may be, for advance payments for each such property. All calculations in the June 30 Reserve Report shall be made on a property-by-property and an interest-by-interest basis in order to reflect the varying royalties, costs and expenses, working interests and advance payments applicable to the various Borrowing Base Properties covered by the June 30 Reserve Report. Except as otherwise specifically required herein, the June 30 Reserve Report shall be prepared and presented in accordance with the requirements of the SEC from time to time in effect.

(c) Borrower’s Certificate as to Proved Reserves and Proved Gas Collateral. With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that a Loan Party owns good and defensible title (i) to the Proved Reserves evaluated by such Reserve Report free and clear of all Liens except Permitted Liens and subject to the proviso in Section 6.1.8(a) [Title to Properties], and (ii) to the Proved Gas Collateral evaluated by such Reserve Report free and clear of all Liens except Permitted Mortgage Liens and subject to the proviso in Section 6.1.8(a) [Title to Properties] and attaching thereto a schedule of the Proved Reserves (and identifying all xxxxx

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thereon) evaluated by such Reserve Report that are part of the Proved Gas Collateral, demonstrating the percentage of the Borrowing Base Properties that the value of such Proved Gas Collateral represents, identifying the title reports and information then or previously delivered to the Administrative Agent with respect to the Proved Gas Collateral and verifying that title reports and information have been then or previously provided for 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties.

9. DEFAULT

9.1 Events of Default.

An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

9.1.1 Payments Under Loan Documents.

(a) The Borrower shall fail to make any scheduled payment of principal on any Loan when due or payment on any Letter of Credit Borrowing within one (1) Business Day after such amount becomes due;

(b) The Borrower shall fail to pay any interest on any Loan or any Letter of Credit Borrowing within three (3) days after such interest becomes due in accordance with the terms hereof; or

(c) The Borrower shall fail to pay any other amount owing hereunder (specifically excluding principal, Letter of Credit Borrowings and interest, which are addressed in subparagraphs (a) and (b) above) or under the other Loan Documents within the time period specified herein or therein and, if no time period is specified, then within three (3) days after a demand or notice has been provided to the Borrower requesting payment of such amount;

9.1.2 Breach of Warranty.

Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or incorrect in any material respect as of the time it was made or furnished;

9.1.3 Breach of Negative Covenants or Visitation Rights.

Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 8.1.1 [Preservation of Existence, Etc.] (with respect to the legal existence of the Borrower only), Section 8.1.6 [Visitation Rights], Section 8.2 [Negative Covenants] or Section 8.3.5 [Notice of Default];

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9.1.4 Breach of Other Covenants.

Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) Business Days after any Responsible Officer of any Loan Party becomes aware of the occurrence thereof (such grace period to be applicable only in the event such default can be remedied by corrective action of the Loan Parties as determined by the Administrative Agent in its sole discretion);

9.1.5 Defaults in Other Agreements or Indebtedness.

A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party may be obligated as a borrower or guarantor in excess of the Threshold Amount in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness or the termination of any commitment to lend in excess of the Threshold Amount;

9.1.6 Final Judgments or Orders.

Any final judgments, awards or orders not covered by insurance for the payment of money in excess of the Threshold Amount in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of sixty (60) days from the date of entry;

9.1.7 Loan Document Unenforceable; Collateral Trust Agreement.

(i) Except to the extent that such event occurs pursuant to the provisions of this Agreement or any other Loan Documents, any of the Loan Documents to which any Loan Party or CONSOL Loan Party is a party shall cease to be legal, valid and binding agreements enforceable against such Person executing the same or such Person’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall cease to be in full force and effect (in either case except by operation of its terms) or shall be contested or challenged by any Loan Party or CONSOL Loan Party or any agent thereof or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby (except by operation of its terms); or

(ii) The Collateral Trust Agreement, at any time and for any reason (x) shall cease to be in full force and effect, (y) is declared to be null and void or (z) is the subject of a challenge to, or a dispute over, any aspect of such Collateral Trust Agreement and such challenge or dispute is determined by the Administrative Agent to be reasonably likely to adversely affect any Lien granted as security for the Obligations under any Loan Document;

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9.1.8 Inability to Pay Debts.

Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due;

9.1.9 ERISA.

The occurrence of any of the following events that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change: (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in an actual obligation to pay money of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;

9.1.10 Change of Control.

Any Change of Control shall occur;

9.1.11 Borrowing Base.

Any failure to eliminate any Borrowing Base deficiency in accordance with Section 5.11 [Borrowing Base Deficiency];

9.1.12 Involuntary Proceedings.

A proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or

9.1.13 Voluntary Proceedings.

Any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing.

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9.2 Consequences of Event of Default.

9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under Sections 9.1.1 [Payments Under Loan Documents] through 9.1.11 [Borrowing Base] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Obligations of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for the Obligations (other than with respect to any obligations pursuant to Section 2.10.10 [Cash Collateral Prior to the Expiration Date], which obligations shall be secured by Cash Collateral pursuant to the requirements of such Section), an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Moneys in such account shall be applied by the Administrative Agent (x) first, to reimburse the Issuing Lender for LC Disbursements for which it has not been reimbursed and (y) second, if the maturity of the Loans has been accelerated (with the consent of the Required Lenders), to satisfy other outstanding Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Administrative Agent shall return such cash collateral to the Borrower; and

9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings.

If an Event of Default specified under Section 9.1.12 [Involuntary Proceedings] or Section 9.1.13 [Voluntary Proceedings] shall occur, no further obligation shall exist on the Lenders or PNC to make Loans or any Issuing Lender to issue any Letters of Credit hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Obligations of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable, and the Borrower’s obligation to deposit cash collateral described in Section 9.2.1 [Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings] shall become effective immediately, in each case, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

9.2.3 Set-off.

If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any Participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] is hereby authorized at any time and from time to time, to the fullest extent

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permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but not including funds held in custodian or trust accounts or funds not beneficially owned by the Borrower or such other Loan Party) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or Participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or Participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or Participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and Participants under this Section 9.2.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and Participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

9.2.4 Suits, Actions, Proceedings.

If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 9.2.4, the Administrative Agent or any Lender, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Administrative Agent or such Lender; and

9.2.5 Application of Proceeds.

From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral Trustee or the Administrative Agent, shall be applied, subject to the provisions of the Collateral Trust Agreement, as follows:

(a) First, to payment of that portion of the Obligations constituting fees, indemnities, out-of-pocket expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Syndication Agent and the Collateral Trustee) payable to the Administrative Agent, the Syndication Agent or the Collateral Trustee in their respective capacities as such;

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(b) Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lender (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;

(c) Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Letter of Credit Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause (c) payable to them;

(d) Fourth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement;

(e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Hedge Agreements and Other Lender Provided Financial Service Product, ratably among the Lenders, the Issuing Lender and the providers of Specified Hedge Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause (e) held by them; and

(f) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

9.2.6 Collateral Trust Agreement.

Subject to sharing provisions set forth in the Collateral Trust Agreement, all Liens granted as security for the Obligations under the Security Documents and any other Loan Document shall secure ratably and on a pari passu basis the Obligations in favor of the Administrative Agent and the Lenders (including without limitation the Obligations incurred by any of the Loan Parties in favor of any Lender which provides a Specified Hedge Agreement and the Obligations incurred by any Loan Parties in favor of any Lender or Affiliate which provides any Other Lender Provided Financial Service Product (each, a “Specified Hedge or Other Financial Service Provider”). The Administrative Agent shall be deemed to serve as the collateral agent (the “Lender Group Collateral Agent”) for each Specified Hedge or Other Financial Service Provider, for itself as Administrative Agent and for the Lenders hereunder, provided that the Lender Group Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No Specified Hedge or Other Financial Service Provider (except in its capacity as a Lender hereunder (to the extent that this Agreement or any other Loan Document empowers the Lenders to direct the Administrative Agent)) shall be entitled or have the power to direct or instruct the Lender Group Collateral

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Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

9.2.7 Other Rights and Remedies.

In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents (including each Mortgage), subject to the Collateral Trust Agreement, the Administrative Agent and the Collateral Trustee shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent, subject to the Collateral Trust Agreement, permitted by Law. The Administrative Agent and the Collateral Trustee may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Administrative Agent and the Lenders under the Loan Documents or applicable Law.

9.3 Notice of Sale.

Any notice required to be given by the Collateral Trustee of a sale, lease, or other disposition of the Collateral or any other intended action by the Collateral Trustee, if given to the Borrower at least ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the Borrower.

10. THE ADMINISTRATIVE AGENT

10.1 Appointment and Authority.

Each Lender and Issuing Lender hereby irrevocably designates, appoints and authorizes: (i) PNC to act as Administrative Agent for such Lender under this Agreement and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents, (ii) Bank of America to act as Syndication Agent for each Lender under this Agreement and (iii) PNC to act as Collateral Trustee pursuant to the Collateral Trust Agreement. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of the Administrative Agent, the Syndication Agent or any of them by the terms hereof, together with such powers as are reasonably incidental thereto. PNC agrees to act as the Administrative Agent on behalf of the Lenders to the extent provided in this Agreement, and Bank of America, N.A. agrees to act as Syndication Agent on behalf of the Lenders to the extent provided in this Agreement. The provisions of this Section 10 [The Administrative Agent] are solely for the benefit of the Administrative Agent, the Syndication Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions, except as set forth in Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments].

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10.2 Rights as a Lender.

The Person serving as the Administrative Agent and Syndication Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Syndication Agent, as applicable, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or Syndication Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or Syndication Agent hereunder and without any duty to account therefor to the Lenders.

10.3 Exculpatory Provisions.

The Administrative Agent and Syndication Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent and the Syndication Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Syndication Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent or Syndication Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent or Syndication Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or Syndication Agent any of their Affiliates in any capacity.

The Administrative Agent and Syndication Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or Syndication Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1 [Modifications, Amendments or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent and Syndication Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such

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Potential Default or Event of Default is given to the Administrative Agent and/or Syndication Agent, as applicable, by the Borrower, a Lender or the Issuing Lender.

The Administrative Agent and Syndication Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.4 Reliance by Agents.

The Administrative Agent and Syndication Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and Syndication Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent and Syndication Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent and/or Syndication Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent and Syndication Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.5 Delegation of Duties.

The Administrative Agent and Syndication Agent may perform any and all of their duties and exercise their rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent, Syndication Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and Syndication Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and Syndication Agent.

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10.6 Resignation of Agents.

The Administrative Agent and/or Syndication Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Syndication Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Syndication Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Syndication Agent, and the retiring Administrative Agent and/or Syndication Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.6). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s and/or Syndication Agent resignation hereunder and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent and/or Syndication Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent and/or Syndication Agent was acting as Administrative Agent and/or Syndication Agent, as applicable.

If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender; provided that if there are any Letters of Credit outstanding with PNC as the Issuing Lender at the time of PNC’s resignation as the Administrative Agent, notwithstanding any provision to the contrary in the foregoing paragraph, PNC’s resignation as the Issuing Lender shall not be effective until a successor Administrative Agent has been appointed and the provisions of clause (ii) in the following sentence have been satisfied. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as

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Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

10.7 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or Syndication Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.8 No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the Lenders listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, Syndication Agent, Collateral Trustee, a Lender or the Issuing Lender hereunder.

10.9 Administrative Agent’s Fee.

The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time to time.

10.10 Authorization to Release Collateral and Guarantors; Certain Amendments.

It is expressly agreed by each Lender and the Issuing Lender, that (i) upon the written request of the Borrower (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request) the Administrative Agent on behalf of the Lenders and without any consent or action by any Lender, shall, so long as no Event of Default exists after giving effect thereto, release, subordinate, enter into non-disturbance agreements or consent to the release by the Collateral Trustee of or with respect to, (x) any Collateral or any

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Guarantor from a Guaranty Agreement or any other Loan Document, in either case, in connection with any sale, transfer, lease, disposition, merger or other transaction permitted or not prohibited by this Agreement, such release to include releases from the Guaranty Agreement or any other Loan Document of any Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement and a release of all the assets of such Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary, (y) any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document or (z) any easements, permits, licenses, rights of way, surface leases or other surface rights or interests permitted to be granted hereunder and (ii) notwithstanding Section 11.1 [Modifications, Amendments or Waivers] or any other provision in any Loan Document to the contrary, the Administrative Agent may, on behalf of the Lenders and without any consent or action by any Lender, amend, modify, supplement, restate, terminate or release in whole or in part any of the Loan Documents from time to time or consent to such action by the Collateral Trustee to (a) cure any defect or error, (b) comply with any provision hereunder or under any other Loan Document, (c) add Guarantors of the Obligations, (d) add property or other assets as Collateral, (e) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the other Loan Parties, (f) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received, (g) make any change that does not adversely affect the rights of any Lender, (h) release from perfection any Lien created by any Loan Document that is no longer required by the terms hereof or such Loan Document to be perfected, or (i) share Collateral on a pro rata basis with any counterparty to a Specified Hedge Agreement described in clause (iii) of the definition of Specified Hedge Agreement.

10.11 No Reliance on Administrative Agent’s Customer Identification Program.

Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws.

10.12 Certain Matters Regarding the Collateral Trust Agreement.

(a) Each Lender agrees that the Loan Parties shall be permitted to obtain releases of Liens on the Collateral directly from the Collateral Trustee to the extent that the Loan Parties are selling, transferring, leasing, disposing of, merging, or investing assets (including entities) or otherwise entering into a transaction permitted or not prohibited by this Agreement; provided that during the existence of a Potential Default or Event of Default, all releases shall be

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with the authorization of the Administrative Agent. Each Lender, by its execution and delivery of this Agreement, hereby authorizes the Administrative Agent to take all actions under or in connection with the Collateral Trust Agreement required to be taken by the Administrative Agent on behalf of such Lender under the Collateral Trust Agreement.

(b) Each Loan Party, by its execution and delivery of this Agreement, hereby authorizes the Administrative Agent to contact any of the Secured Parties to obtain the Payment Information (as defined in the Collateral Trust Agreement), pursuant to a request of the Collateral Trustee.

11. MISCELLANEOUS

11.1 Modifications, Amendments or Waivers.

With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder, provided, that no consent of any Lender is required for releases, corrections, amendments, updates or other transactions or actions authorized by Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments]. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made which will:

11.1.1 Increase of Commitment.

Increase the amount of the Revolving Credit Commitment or Swing Loan Commitments of any Lender hereunder without the consent of such Lender;

11.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment.

Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan, the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby;

11.1.3 Release of Collateral or Guarantor.

Except as otherwise provided in this Agreement, without the written consent of (i) the Super-Majority Lenders (other than Defaulting Lenders), release any Guarantor from its Obligations under the Guaranty Agreement or the CONSOL Guaranty Agreement or (ii) all the Lenders (other than Defaulting Lenders), (x) release any Guarantor that is a Significant Subsidiary (as defined in Regulation S-X under the Exchange Act) of the Borrower from its Obligations under the Guaranty Agreement, (y) release all or substantially all of the Guarantors (as measured by fair market value of their assets) from their Obligations under the Guaranty Agreement or the

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CONSOL Guaranty Agreement or (z) release all or substantially all of the Collateral; and provided that in the event that the Borrower provides the Issuing Lender with Cash Collateral to secure any Letters of Credit with an expiry date beyond the Expiration Date pursuant to Section 2.10.10 [Cash Collateral Prior to the Expiration Date] the Issuing Lender is permitted to release such Cash Collateral without the consent of any Lender once such Letter of Credit has terminated, expired or has otherwise been returned to the Issuing Lender undrawn; or

11.1.4 Borrowing Base.

(a) Increase the Borrowing Base, without the consent of the Required Increasing Borrowing Base Lenders; or

(b) Reaffirm or decrease the Borrowing Base, without the consent of the Required Borrowing Base Lenders.

11.1.5 Miscellaneous.

Amend Section 5.2 [Pro Rata Treatment of Lenders] or Section 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, or Required Borrowing Base Lenders or Required Increasing Borrowing Base Lenders, in each case without the consent of all of the Lenders; provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent, the Syndication Agent, PNC in its capacity as the Lender of Swing Loans or the Issuing Lender may be made without the written consent of such Administrative Agent, the Syndication Agent, PNC in its capacity as the Lender of Swing Loans or Issuing Lender, as applicable; and provided further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender].

11.2 No Implied Waivers; Cumulative Remedies.

No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have.

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11.3 Expenses; Indemnity; Damage Waiver.

11.3.1 Costs and Expenses.

The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Collateral Trustee and their respective Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and the Syndication Agent), and shall pay all reasonable fees in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Collateral Trustee, any Lender or the Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Syndication Agent, the Collateral Trustee, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.3, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s and the Syndication Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

11.3.2 Indemnification by the Borrower.

The Borrower shall indemnify the Lead Arrangers, the Administrative Agent (and any sub-agent thereof), the Syndication Agent, each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable out-of-pocket related expenses (including the fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the Loan Parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless

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of whether any Indemnitee is a party thereto; provided that the Borrower shall not be liable for any portion of any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements with respect to an Indemnitee (A) if the same is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct, or (B) if the Borrower was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrower shall remain liable to the extent such failure to give notice does not result in a loss to the Borrower), or (C) if the same results from a compromise or settlement agreement entered into without notice to or the consent of the Borrower, which consent shall not be unreasonably withheld. The Indemnitees will attempt to minimize the fees and expenses of legal counsel for the Indemnitees which are subject to reimbursement by the Borrower hereunder by considering the usage of one law firm to represent the Indemnitees if appropriate under the circumstances.

11.3.3 Reimbursement by Lenders.

To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.3.1 [Costs and Expenses] or Section 11.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent or Issuing Lender in connection with such capacity.

11.3.4 Waiver of Consequential Damages, Etc.

To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 11.3.2 [Indemnification by Borrower] shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

11.3.5 Payments.

All amounts due under this Section 11.3 shall be payable not later than ten (10) days after demand therefor.

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11.4 Holidays.

Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

11.5 Notices; Effectiveness; Electronic Communication.

11.5.1 Notices Generally.

Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to it at its address set forth on Schedule 1.1(B).

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section.

11.5.2 Electronic Communications.

Notices and other communications to the Syndication Agent, the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to the Syndication Agent, any Lender or the Issuing Lender if such Syndication Agent, Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication and the Administrative Agent shall have notified the Borrower of the same. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of

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the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

11.5.3 Change of Address, Etc.

Any party hereto may change its address, e-mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

11.6 Severability.

The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

11.7 Duration; Survival.

All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 2.10.10 [Cash Collateral Prior to the Expiration Date], Section 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive payment in full of all principal and interest under the Notes, the termination of the Commitments and the expiration or termination or cash collateralization of all Letters of Credit. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In Full.

11.8 Successors and Assigns.

11.8.1 Successors and Assigns Generally.

The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,

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their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

11.8.2 Assignments by Lenders.

Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(a) Minimum Amounts.

(i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(ii) in any case not described in clause (a)(i) of this Section 11.8.2, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(b) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(c) Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and:

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and

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(ii) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

(d) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

(e) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(f) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(g) No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting Lender.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], Section 5.7 [Increased Costs], and Section 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.8.4 [Participations].

11.8.3 Register.

The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative Agent, the Syndication Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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11.8.4 Participations.

Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders, Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to Section 11.1.1 [Increase of Commitment], Section 11.1.2 [Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment], or Section 11.1.3 [Release of Collateral or Guarantor] (to the extent such release is of all or substantially all of the Guarantors (as measured by fair market value of their assets) or all or substantially all of the Collateral). Subject to Section 11.8.5 [Limitations upon Participant Rights Successors and Assigns Generally], the Borrower agrees that each Participant shall be entitled to the benefits of Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] and Section 5.7 [Increased Costs] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Setoff] as though it were a Lender; provided such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though it were a Lender.

11.8.5 Limitations upon Participant Rights.

A Participant shall not be entitled to receive any greater payment under Section 5.7 [Increased Costs], Section 5.8 [Taxes] or Section 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.8 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.8.5 [Status of Lenders; Refunds] as though it were a Lender.

11.8.6 Certain Pledges; Successors and Assigns Generally.

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having

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jurisdiction; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

11.9 Confidentiality.

11.9.1 General.

Each of the Administrative Agent, the Syndication Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.9, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section 11.9 or (Z) becomes available to the Administrative Agent, the Syndication Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, the other Loan Parties or any other Person that has obtained such confidential information pursuant to this Section 11.9. Any Person required to maintain the confidentiality of Information as provided in this Section 11.9 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.9.2 Sharing Information With Affiliates of the Lenders.

Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].

11.10 Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken

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together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Section 7 [Conditions of Lending and Issuance of Letters of Credit], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Governing Law, Etc.

11.11.1 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. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of New York without regard to its conflict of laws principles.

11.11.2 SUBMISSION TO JURISDICTION.

THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE

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BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

11.11.3 WAIVER OF VENUE.

THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

11.11.4 SERVICE OF PROCESS.

EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.11.5 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.11.5.

11.12 Certain Collateral Matters.

The benefit of the Loan Documents and of the provisions of this Agreement relating to any Collateral securing the Obligations shall also extend to and be available to those Lenders or their Affiliates which are counterparties or parties to any Specified Hedge Agreement or any Other Lender Provided Financial Service Product with any Loan Party on a pro rata basis in respect of any obligations of any Loan Party which arise under any such Specified Hedge

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Agreement (after giving effect to all netting arrangements relating to such Specified Hedge Agreements) or any Other Lender Provided Financial Service Product, including any Specified Hedge Agreement or any Other Lender Provided Financial Service Product between such Persons in existence prior to the date hereof. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Specified Hedge Agreement or any Other Lender Provided Financial Service Product.

11.13 USA Patriot Act Notice.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act.

11.14 Amendment and Restatement.

(i) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (x) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date), (y) the representations and warranties made by the Loan Parties prior to the Closing Date and (z) any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Credit Agreement).

(ii) The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement.

(iii) The Loan Parties hereby reaffirm the Liens granted pursuant to the Loan Documents and existing immediately prior to the Closing Date to the Administrative Agent for the benefit of the Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Obligations.

(iv) On and after the Closing Date, (x) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and (y) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement.

(v) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of

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the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

(vi) For the avoidance of doubt, unless otherwise specified in this Agreement, all “baskets” set forth in this Agreement shall be calculated from the Closing Date.

11.15 No Fiduciary Duty.

Each Loan Party agrees and acknowledges that: (i) each Lender is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other party; (ii) no Lender has assumed or will assume an advisory, agency or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the transactions contemplated hereby (irrespective of whether any Lender has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Lender has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; (iii) the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan Parties or their respective Affiliates and the Lenders have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Lenders have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to any of the transactions contemplated hereby and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Loan Party acknowledges and agrees that it will consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither any Lender or its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Lenders or their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.


BORROWER:

CNX GAS CORPORATION

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Vice President, Treasurer and Assistant Secretary


CNX GAS COMPANY LLC

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Treasurer


CARDINAL STATES GATHERING COMPANY

By:		CNX Gas Company LLC, as Partnership Manager

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Treasurer


XXXX ENERGY, LLC

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Secretary

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


COALFIELD PIPELINE COMPANY

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Secretary


MOB CORPORATION

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Secretary

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


LENDER: PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Senior Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


LENDER: BANK OF AMERICA, N.A., individually and as Syndication Agent

By:		/s/ Xxxxxx X. Serie
		Name: Xxxxxx X. Serie
		Title: Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


BANK OF MONTREAL, CHICAGO BRANCH, as a Lender

By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


BOKF, N.A. dba Bank of Oklahoma, as a Lender

By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title: Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


BRANCH BANKING AND TRUST COMPANY, as a Lender

By:		/s/ Xxxxx June
		Name: Xxxxx June
		Title: Assistant Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


CIBC Inc., as a Lender

By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Authorized Signatory


If a second signature is necessary:

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Authorized Signatory

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


COMMONWEALTH BANK OF AUSTRALIA, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Head of Natural Resources, Americas

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


COMPASS BANK, as a Lender

By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Senior Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Director

By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Director

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


FIFTH THIRD BANK, as a Lender

By:		/s/ Xxx Xxxxxxxx
		Name: Xxx Xxxxxxxx
		Title: Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender

By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Senior Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


XXXXXXX SACHS BANK USA, as a Lender

By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Authorized Signatory


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


ING CAPITAL LLC, as a Lender

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Managing Director

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


JPMORGAN CHASE BANK, N.A., as a Lender

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


NATIXIS, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Managing Director


If a second signature is necessary:

By:		/s/ Xxxxx X. Xxxxxxx, III
		Name: Xxxxx X. Xxxxxxx, III
		Title: Managing Director

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


SOVEREIGN BANK, as a Lender

By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


STERLING BANK, as a Lender

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: EVP – Specialized Banking

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


TD BANK, N.A., as a Lender

By:		/s/ Xxx Xxxxxxxxx
		Name: Xxx Xxxxxxxxx
		Title: SVP


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


THE BANK OF NOVA SCOTIA, as a Lender

By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Managing Director

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


THE HUNTINGTON NATIONAL BANK, as a Lender

By:		/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: Director

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


TRISTATE CAPITAL BANK, as a Lender

By:		/s/ Xxxx X. Oris
		Name: Xxxx X. Oris
		Title: Senior Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


UNION BANK, N.A., as a Lender

By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: Vice President


If a second signature is necessary:

By:
		Name:
		Title:

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx Title: Senior Vice President

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]


XXXXX FARGO BANK. N.A., as a Lender

By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx Title: AVP & Relationship Manager

[SIGNATURE PAGE TO CNX GAS CREDIT AGREEMENT]

SCHEDULE 1.1(A)

PRICING GRID


Level	Utilization Percentage	LIBOR Rate Spread			Base Rate Spread			Letter of Credit Fee			Commitment Fee
I	less than or equal to 25%		1.50	%		0.50	%		1.50	%		0.375	%
II	greater than 25%, but less than or equal to 50%		1.75	%		0.75	%		1.75	%		0.375	%
III	greater than 50%, but less than or equal to 75%		2.00	%		1.00	%		2.00	%		0.50	%
IV	greater than 75%, but less than or equal to 90%		2.25	%		1.25	%		2.25	%		0.50	%
V	greater than 90%		2.50	%		1.50	%		2.50	%		0.50	%

For purposes of determining the Applicable Margin, the Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate:

(a) From the Closing Date through June 30, 2011 (the “Initial Period”), the Applicable Margin, Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be the respective amounts set forth under Level I of this Schedule 1.1(A) set forth above.

(b) It is expressly agreed that after the Initial Period, the Applicable Margin, the Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be determined based upon Schedule 1.1(A) above and change on a quarterly basis.

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 1 - Commitments of Lenders and Addresses for Notices to Lenders


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	PNC Bank, National Association	$	75,000,000.00		7.500000000	%
Address:	One PNC Plaza
	000 Xxxxx Xxxxxx
	Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention:	Xxxxxxx X. Xxxxxxx
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxx.xxxxxxx@xxx.xxx
Name:	Bank of America, N.A.	$	75,000,000.00		7.500000000	%
Address:	000 Xxxxxxx Xxxxxx
	MA5-100-09-01
	Xxxxxx, Xxxxxxxxxxxxx 00000
Attention:	Xxxxxx X. Serie
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxx.x.xxxxx@xxxx.xxx
Name:	Xxxxx Fargo Bank, N.A.	$	75,000,000.00		7.500000000	%
Address:	0000 Xxxxxxx Xxxxxx, 0xx Xxxxx
	Xxxxxx, XX 00000-0000
Attention:	Xxxxxxx Xxxxxxxx, Assistant Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx
Name:	Compass Bank	$	72,500,000.00		7.250000000	%
Address:	00 Xxxxxxxx Xxxxx, Xxxxx 0000X
	Xxxxxxx, Xxxxx 00000
Attention:	Xxxx Xxxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxx.xxxxx@xxxxxxxxxxx.xxx

Schedule 1.1(B) - 1


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	The Bank of Nova Scotia	$	70,000,000.00		7.000000000	%
Address:	0 Xxxxxxx Xxxxx, 00xx Xxxxx
	000 Xxxxxxxx
	Xxx Xxxx, Xxx Xxxx 00000
Attention:	Xxxxxx Xxxx, Associate
Telephone:	(000) 000-0000
Telecopy:	(000) 000-0000
Email:	Xxxxxx_xxxx@xxxxxxxxxxxxx.xxx
Name:	The Royal Bank of Scotland plc	$	70,000,000.00		7.000000000%
Address:	000 Xxxxxx Xxxxxx, Xxxxx 0000
	Xxxxxxx, XX 00000
Attention:	Xxxxxxxx Dundee
Telephone:	000-000-0000
Telecopy:
Email:	xxxxxxxx.xxxxxx@xxx.xxx
Name:	Capital One, National Association	$	55,000,000.00		5.500000000	%
Address:	000 Xx. Xxxxxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxxxxx, XX 00000
Attention:	Xxxxx Xxxxxxx, SVP-Relationship Manager
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx
Name:	CIBC INC.	$	47,500,000.00		4.750000000	%
Address:	000 Xxx Xxxxxx
	0xx Xxxxx
	Xxxxxxx, Xxxxxxx X0X 0X0
	Xxxxxx
Attention:	Xxx Xxxxx, Corporate Credit Analyst
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxx.xxxxx@xxxx.xx

Schedule 1.1(B) - 2


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	TD Bank, N.A.	$	45,000,000.00		4.500000000	%
Address:	000 Xxxxxx Xxxxxx, Xxxxx 0000
	Xxxxxxx, XX 00000
Attention:	Xxxx Xxxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxx.xxxxx@xxxxxxxxxxxx.xxx
Name:	Union Bank, N.A.	$	45,000,000.00		4.500000000	%
Address:	000 Xxxxx Xxxxx, #0000
	Xxxxxx, XX 00000
Attention:	Xxxxxxx Xxxxxxxxx, Senior Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx
Name:	Bank of Oklahoma, N.A.	$	30,000,000.00		3.000000000	%
Address:	Xxx Xxxxxxxx Xxxxxx, 0XX
	Xxxxx, XX 00000
Attention:	Xxxxx X. Xxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	x.xxxx@xxxx.xxx
Name:	Natixis	$	30,000,000.00		3.000000000	%
Address:	000 Xxxx Xxxxxx, Xxxxx 0000
	Xxxxxxx, XX 00000
Attention:	Liana Tchnernysheva
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	Xxxxx.xxxxxxxxxxxx@xx.xxxxxxx.xxx
Name:	Sterling Bank	$	30,000,000.00		3.000000000	%
Address:	0000 Xxxxx Xxxx Xxxx, Xxxxx 000
	Xxxxxxx, XX 00000
Attention:	Xxxx Xxxxxxxxx, Associate
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx

Schedule 1.1(B) - 3


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	U.S. Bank National Association	$	30,000,000.00		3.000000000	%
Address:	000 00xx Xxxxxx
	Xxxxxx, XX 00000
Attention:	Xxxxx Xxxxxxxxx
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx.xxxxxxxxx@xxxxxx.xxx
Name:	Bank of Montreal	$	25,000,000.00		2.000000000	%
Address:	0 Xxxxx Xxxxxxxx Xxxxx
	X.X. Xxx 000
	Xxxxxxx, Xxxxxxx X0X 0X0
Attention:	Xxxxx Xxxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxx.xxxxxx@xxx.xxx
Name:	Commonwealth Bank of Australia	$	25,000,000.00		2.500000000	%
Address:	000 Xxxxxxxxx Xxxxxx, Xxxxx 00
	Xxx Xxxx, XX 00000
Attention:	Xxxx Xxxxxxxx, Executive Manager
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxx@xxx.xxx.xx
Name:	Credit Agricole Corporate and Investment Bank	$	25,000,000.00		2.500000000	%
Address:	000 X. Xxxxxx Xxxxxx
	Xxxxx 0000
	Xxxxxxx, XX 00000
Attention:	Xxxxxx Xxxxxxx
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxx@xx-xxx.xxx

Schedule 1.1(B) - 4


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	Fifth Third Bank	$	25,000,000.00		2.500000000	%
Address:	000 Xxxxxxxx Xxxxxx X
	Xxxxxxxxx, Xxxx 00000
Attention:	Xxxxxx X. XxXxxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx.xxxxxxx@00.xxx
Name:	JPMorgan Chase Bank N.A.	$	25,000,000.00		2.500000000	%
Address:	000 Xxxx Xxxxxx, Xxxxx 00000
	Xxx Xxxx, XX 00000
Attention:	Xxxxx Xxxxxxx, Senior Relationship Manager
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx.x.xxxxxxx@xxxxxxxx.xxx
Name:	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	25,000,000.00		2.500000000	%
Address:	0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
	Xxx Xxxx, XX 00000
Attention:	Xxxxx Xxxxxxx / Winslowe Ogbourne
Telephone:	000-000-0000 / 8570
Telecopy:	000-000-0000 / 2305
Name:	BB&T Capital Markets (Business Banking And Trust Company)	$	20,000,000.00		2.000000000	%
Address:	000 Xxxx & Xxxxxxx Xxxx., Xxxxx 000
	Xxxxxxx, XX 00000
Attention:	Xxxx Xxxxxxx, Senior Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxxx@xxxxxx.xxx
Name:	Xxxxxxx Sachs Bank USA	$	17,500,000.00		1.750000000	%
Address:	000 Xxxx Xxxxxx
	Xxx Xxxx, Xxx Xxxx 00000
Attention:	Xxxxxx Xxx
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxx.xxxx@xx.xxx

Schedule 1.1(B) - 5


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	ING CAPITAL LLC	$	15,000,000.00		1.500000000	%
Address:	One Houston Center
	0000 XxXxxxxx, Xxxxx 0000
	Xxxxxxx, XX 00000
Attention:	Xxxx Xxxxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxx.xxxxxx@xxxxxxxx.xxx.xxx
Name:	TriState Capital Bank	$	15,000,000.00		1.500000000	%
Address:	One Oxford Centre
	000 Xxxxx Xxxxxx, Xxxxx 0000
	Xxxxxxxxxx, XX 00000
Attention:	Xxxx X. Oris, Senior Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx@xxxxxxx.xxx
Name:	Sovereign Bank	$	12,500,000.00		1.250000000	%
Address:	00 Xxxxx Xxxxxx
	Xxxxxx, XX 00000
Attention:	Xxxxxx Xxxxxxx, Senior Global Banker
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxxxxx@xxxxxxxxxxxxx.xxx
Name:	First National Bank of Pennsylvania	$	10,000,000.00		1.000000000	%
Address:	000 Xxxxxxx Xxxxxx, 0xx Xxxxx
	Xxxxxxxxxx, XX 00000
Attention:	Xxxx X. Xxxxx, Senior Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxxx@xxx-xxxx.xxx

Schedule 1.1(B) - 6


Lender		Amount of Commitment for Revolving Credit Loans		Ratable Share
Name:	The Huntington National Bank	$	10,000,000.00		1.000000000	%
Address:	00 Xxxxx Xxxx Xxxxxx, XX0000
	Xxxxxxxx, XX 00000
Attention:	Xxxx X. Xxxx, Vice President
Telephone:	000-000-0000
Telecopy:	000-000-0000
Email:	xxxx.xxxx@xxxxxxxxxx.xxx

Total		$	1,000,000,000		100	%

Schedule 1.1(B) - 7

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES

Part 2 - Addresses for Notices to Administrative Agent and Loan Parties:

ADMINISTRATIVE AGENT:


Name:		PNC Bank, National Association
Address:		One PNC Plaza
		000 Xxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention:		Xxxxxxx X. Xxxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000
Name:		Agency Services
Address:		PNC Xxxxxxxxx Xxxxxx, 0xx Xxxxx
		000 Xxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention:		Xxxx Xxxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

LOAN PARTIES:


Address:		0000 XXXXXX Xxxxxx Xxxxx
		Xxxxxxxxxx, XX 00000
Attention:		Treasury Department
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

Schedule 1.1(B) - 1

SCHEDULE 1.1(P) – PERMITTED LIENS

A.	CNX ENTITY LIENS

(1)

DEBTOR: CNX Gas Corporation

SECURED PARTY

(EXACTLY AS LISTED ON UCC)

SEARCH

JURISDICTION

ORIGINAL

FILING NO.

FILING DATE (S)

COLLATERAL

XXXXXXX LEASING CORPORATION

Delaware Department of State

6344306 6

10/5/06

Specific leased equipment described therein

B.	LIENS RELATED TO DOMINION ACQUISITION

(1)

DEBTOR: CNX Gas Company LLC (f/k/a) Dominion Exploration & Production, Inc.

SECURED PARTY

(EXACTLY AS LISTED ON UCC)

SEARCH

JURISDICTION

ORIGINAL

FILING NO.

FILING DATE (S)

COLLATERAL/

DESCRIPTION OF

AMENDMENT(S)

KEY EQUIPMENT FINANCE, A DIVISION OF KEY CORPORATE CAPITAL INC.

Delaware Department of State

4154191 3

6/3/04

(Continuation filed 3/9/09)

All software, equipment and other goods

(Debtor and Secured Party are designated as Lessee and Lessor)

(2)

OTHER: That certain escrow account, Account No. 009-1555, maintained at Whitney Bank, more commonly referred to as the “Xxxxxx Unit ‘C’ Escrow Account”, relating to the North Pineton Pool, Green Township, Indiana County, Pennsylvania.

OTHER

(1) Capital Lease for firm transportation through October 2021 on the East Tennessee Natural Gas LLC Xxxxxx Ridge lateral pipeline.

(2) The Master Escrow Agreement, dated as of August 31, 2009, between CNX Gas Company LLC, a limited liability company organized under the Commonwealth of Virginia, and The Huntington National Bank, a national banking association, as escrow agent, pursuant to which CNX Gas Company LLC may deposit into one or more escrow accounts payments (including, but not limited to, royalty, rental and bonus payments and working interests) for conflicting claimants and potential owners of West Virginia Coal Bed Methane (“CBM”) in connection with the CBM statute.

SCHEDULE 2.9 – EXISTING LETTERS OF CREDIT


LETTER OF CREDIT NO.	BENEFICIARY	ISSUE DATE	EXPIRY DATE	CURRENCY AMOUNT (USD)
18102307	East Tennessee Natural Gas, LLC	10/7/05	8/22/11		14,761,000.00
18102507	Allegheny Energy Supply Co.	11/29/05	9/23/11		152,022.00
18113959	Auth. of Boro of Charleroi	10/20/10	10/20/11		20,000.00
18114290	Dominion Transmission Inc.	12/30/10	12/30/11		27,940,000.00
18114291	Dominion Transmission Inc.	12/30/10	12/30/11		27,330,000.00

					70,203,022.00

Note: PNC Bank is the issuing lender for the above listed letters of credit.

- 2 -

SCHEDULE 6.1.1 – QUALIFICATIONS TO DO BUSINESS


FULL LEGAL NAME PER CHARTER DOCUMENTS/PARTNERSHIP AGREEMENT (STATE OF FORMATION & TYPE OF ENTITY)		STATE(S) OF FOREIGN QUALIFICATIONS
Cardinal States Gathering Company (Virginia General Partnership)

CNX Gas Company LLC (Virginia limited liability company)		Colorado Illinois Indiana Kentucky Montana New Mexico New York Ohio Oklahoma Pennsylvania Tennessee West Virginia Wyoming

CNX Gas Corporation (Delaware corporation)		Pennsylvania

Coalfield Pipeline Company (Tennessee corporation)

Xxxx Energy, LLC (Tennessee limited liability company)

MOB Corporation (Pennsylvania corporation)

- 3 -

SCHEDULE 6.1.3 – SUBSIDIARIES


SUBSIDIARY	JURISDICTION OF INCORPORATION	OWNER	Class of Equity Interest	AUTHORIZED CAPITAL STOCK		Certificate No(s)		ISSUED SHARES		% OF OUTSTANDING SHARES
Cardinal States Gathering Company	Virginia General Partnership	CNX Gas Company LLC – 50% CNX Gas Corporation – 50%	N/A		—				—		—
CNX Gas Company LLC	Virginia Limited Liability Company	CNX Gas Corporation (100%)	N/A		—				—		—
MOB Corporation	Pennsylvania Corporation	CNX Gas Company LLC (100%)	Common Stock		25,000		11		900		100	%
Xxxx Energy, LLC	Tennessee Limited Liability Company	CNX Gas Company LLC (100%)	N/A		—				—		—
Coalfield Pipeline Company	Tennessee Corporation	CNX Gas Company LLC (100%)	Common Stock		10,000		1, 5		10,000		100	%

- 4 -

SCHEDULE 6.1.11 – PLEDGED COLLATERAL

None.

- 5 -

SCHEDULE 6.1.19 – INSURANCE POLICIES


NAMED INSURED	COVERAGE	CARRIER POLICY NUMBER
CONSOL Energy Inc. et al.	General Liability	Steadfast Insurance Company BOG9377215-07

CONSOL Energy Inc. et al.	Commercial Automobile Liability	Zurich American Insurance Company BAP 9377207-07

CONSOL Energy Inc. et al.	Workers’ Compensation and Employer’s Liability	Zurich American Insurance Company WC 9377211-07

CONSOL Energy Inc.	Excess Workers’ Compensation & Employer’s Liability (Kentucky Only)	ACE American Insurance Company WCL C46567122

CONSOL Energy Inc.	Excess Workers’ Compensation & Employer’s Liability (Pennsylvania Only)	ACE American Insurance Company WCL C46447025

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess Primary	Zurich American Guaranty & Liability Insurance Co. UMB-9829583-00

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess $25 Million	Lexington Insurance Co. 62785297

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess $50 Million	XL Insurance (London) DL402810

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess $75 Million	Allied World Company Ltd. (AWAC) C0084851004

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess $100 Million	Star Indemnity SLSLXNR03002510

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $50 Million Excess $125 Million	XL Insurance Ltd. (Bermuda) BM00025258LI10A

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $25 Million Excess $175 Million	Liberty (UK) DL476810

CONSOL Energy Inc. et al.	Umbrella Liability – Layer $50 Million Excess $200 Million	Chartis Cat Excess 60703862

CONSOL Energy Inc.	“All Risk” Property Deductible Buydown Gas Operations Property Damage Only	Lexington Insurance Company 017397059

- 6 -

NAMED INSURED

COVERAGE

CARRIER
POLICY NUMBER

CONSOL Energy Inc.

“All Risk” Property

including

Equipment Breakdown, Certified and Non-Certified Terrorism

$275,000,000 Limit for Real and Personal Property at aboveground locations

$100,000,000 Limit for Real and Personal Property at underground locations, including underground time element

$275,000,000 Flood per Occurrence and Annual Aggregate, except:

Zone A - $75,000,000

Zone V - $10,000,000

Primary ($75,000,000)

Lloyd’s of London DP774610

Lexington Insurance Company

017397051

Zurich American Insurance Company

MNG 5323464-01

Westchester Surplus Lines

Insurance Company

D35895541 005

Ironshore Insurance Ltd.

441923410A

Maiden Specialty Insurance Company

S1LMY0050203S

National Union Fire Insurance Company of Pittsburgh, PA

53089649

Allied World Assurance Company P000599/009

RSUI Indemnity Company

NHD368220

Alterra Insurance Limited

54953-3767-PRMAN-2010

Hiscox Insurance Company Ltd.

UIS2510638.10

ACE Bermuda Insurance Ltd.

CONSOL00604P07

Axis Surplus Insurance Company

EAF753610-10

Aspen Specialty Insurance Company

PRA77XA10

Arch Reinsurance Ltd.

HHP0016679-04

Excess ($25,000,000 x/s $75,000,000)

Zurich American Insurance Company

MNG 5323464-01

Allied World Assurance Company P000599/009

Great Lakes Insurance Co. Plc.

088106-01-10

Arch Reinsurance Ltd.

HHP0016679-04

Aspen Specialty Insurance Company

PXA4DJV10

General Security Indemnity Company of Arizona

2010 10F140860-1

- 7 -


NAMED INSURED	COVERAGE	CARRIER POLICY NUMBER
CONSOL Energy Inc.	“All Risk” Property including Equipment Breakdown, Certified and Non-Certified Terrorism (continued)	Lloyd’s of London DP782810 Validus URS AJW091755B10 Maiden Specialty Insurance Company S1LMY0050203S Hiscox Insurance Company Ltd. UIS2502964.10 National Union Fire Insurance Company of Pittsburgh, PA 53089650 Homeland Insurance Company of New York YSP 3157 RSUI Indemnity Company NHT368220 Alterra Insurance Limited 54953-3767-PRMAN-2010 ACE Bermuda Insurance Ltd. CONSOL00604P07 Excess ($175,000,000 x/s $100,000,000) ACE Bermuda Insurance Ltd. CONSOL00604P07 Commonwealth Insurance Company US8465 Montpelier Reinsurance Ltd. B10FA71790 Axis Insurance Company MNG 718527-10 RSUI Indemnity Company NHT368223 Lexington Insurance Company 017397052 Swiss Re International S.E. MH74574 General Security Indemnity Company of Arizona 2010 10F140860-1 Maiden Specialty Insurance Company S1LMY0050203S AGCS Marine Insurance Company MXI93020539

CONSOL Energy Inc.	Boiler & Machinery Inspection and Insurance	ARISE Boiler Inspection & Insurance Company, RRG 133344

CONSOL Energy Inc.	All Risk Property Certified and Non-Certified Terrorism Gap Coverage	Lexington Insurance Co. 015802315

- 8 -


NAMED INSURED	COVERAGE	CARRIER POLICY NUMBER
CONSOL Energy Inc.	Directors & Officers Liability – Primary	XL Specialty Insurance Company ELU100391 10

CONSOL Energy Inc.	Directors & Officers Liability – First Excess	Zurich American Insurance Company DOC5246274-06

CONSOL Energy Inc.	Directors & Officers Liability – Second Excess	St. Xxxx Mercury Insurance Company EC09003633

CONSOL Energy Inc.	Directors & Officers Liability – Third Excess	Twin City Fire Insurance Company (The Hartford) 00 DA 0218855-10

CONSOL Energy Inc.	Directors & Officers Liability – Fourth Excess	Associated Electric & Gas Insurance Services Limited (AEGIS) D2999A1A10

CONSOL Energy Inc.	Directors & Officers Liability – Fifth Excess	Axis Insurance Company MNN755218012010

CONSOL Energy Inc.	Directors & Officers Liability – Sixth Excess	Continental Casualty Company 415222215

CONSOL Energy Inc.	Side A DIC Directors & Officers Liability – Seventh Excess	Federal Insurance Company 8210-7681

CONSOL Energy Inc.	Side A DIC Directors & Officers Liability – Eighth Excess	Arch Insurance Company ABX0029547-02

CONSOL Energy Inc.	Side A DIC Directors & Officers Liability – Ninth Excess	ACE American Insurance Company DOXG24573722002

CONSOL Energy Inc.	Fiduciary Liability	Travelers Casualty & Surety Company 105502410

CONSOL Energy Inc.	Excess Fiduciary Liability	Twin City Fire Insurance Company 00 IA 0245891 10

CONSOL Energy Inc.	Special Risk Coverage	Federal Insurance Company 8211 3019

CONSOL Energy Inc.	Blanket Crime	Westchester Fire Insurance Company DON G21666488 007

CONSOL Energy Inc. et al.	Employment Practices Liability with Omnibus Leaders Preferred Endorsement	Arch Insurance Company EPL004071400

CONSOL Energy Inc.	Excess Employment Practices Liability	St. Xxxx Mercury Insurance Company EC09003639

Note: CNX Gas Corporation and its subsidiaries are named insureds on the above CONSOL Energy Inc. insurance policies.

- 9 -

Schedule 7.1.1(d)(i)

Form of Opinion of Counsel (In House Counsel)

April 12, 2011

TO:	Each of the Lender Parties

referenced below

CNX GAS CORPORATION.

Ladies and Gentlemen:

I am issuing this opinion in my capacity as Senior Counsel to CNX Gas Corporation, a Delaware corporation (the “Borrower”). I have acted as counsel to the Borrower and each of the guarantors identified on Schedule I attached hereto (collectively, the “Guarantors;” the Borrower and the Guarantors are collectively referred to as the “Borrower Parties” and each individually as a “Borrower Party”) in connection with the transactions contemplated by the Amended and Restated Credit Agreement dated as of April 12, 2011 (the “Credit Agreement”) among the Borrower Parties, the various financial institutions as are or may from time to time become parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A., in its capacity as syndication agent (the “Syndication Agent”) PNC Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent;” the Administrative Agent, the Lenders, the Syndication Agent, the Secured Parties under the Collateral Trust Agreement, and PNC Bank, National Association, as Corporate Trustee and Collateral Trustee under the Collateral Trust Agreement (the “Collateral Trustee”) are collectively referred to as the “Lender Parties” and each individually as a “Lender Party”). This opinion letter is furnished to you pursuant to Section 7.1.1(d)(i) of the Credit Agreement. Unless otherwise defined herein, terms used herein have the meanings provided for in the Credit Agreement.

I. Documents Reviewed

In connection with this opinion letter, I have examined the following documents, each of which is dated as of the date of the Credit Agreement unless otherwise indicated:

(a) the Credit Agreement;

(b) the Guaranty Agreement;

(d) the Indemnity;

(e) the CONSOL Intercompany Subordination Agreement;

(f) the Intercompany Subordination Agreement;

(g) the Notes;

(h) the Security Documents, including, without limitation, the amendments to the Mortgages; and

(i) the Successor Agent Agreement.

The documents referred to in clauses (a) through (i) above are referred to collectively as the “Subject Documents”.

In addition I have examined the following:

(i) originals, or copies identified to my satisfaction as being true copies, of such records, documents and other instruments as I have deemed necessary for the purposes of this opinion letter;

(ii) the articles or certificate of incorporation, bylaws and board of directors resolutions, articles or certificate of organization, operating agreement and members’ consent, certificate of limited partnership, limited partnership agreement and consent of general partner, or partnership agreement and consent of all of the partners, as the case may be, of each such Borrower Party (the “Organizational Documents”); and

(iii) with respect to each Borrower Party other than Conrhein Coal Company, a certificate issued by the Secretary of State of the state of organization of such Borrower Party attesting to the continued existence and good standing of such Borrower Party in such state (collectively, the “Good Standing Certificates”).

II. Assumptions Underlying My Opinions

For all purposes of the opinions expressed herein, I have assumed, without independent investigation, that:

(a) Factual Matters. With regard to factual matters, to the extent that I deemed appropriate and have reviewed and relied upon certificates and assurances from public officials, all of such certificates, representations and assurances are accurate;

(b) Contrary Knowledge of Addressee. No addressee of this opinion letter has any actual knowledge that any of my factual assumptions or opinions is inaccurate;

(c) Signatures. The signatures of individuals signing the Subject Documents (other than those of the Borrower Parties and the CONSOL Loan Parties) are genuine and authorized;

(d) Authentic and Conforming Documents. All documents submitted to me as originals are authentic, complete and accurate, and all documents submitted to me as copies conform to authentic original documents, and all documents submitted to us as drafts conform in all material respects to the final executed versions of such documents;

(e) Capacity of Certain Parties. All parties to the Subject Documents (other than the Borrower Parties) have the capacity and full power and authority to execute, deliver and perform the Subject Documents and the documents contemplated thereby or required or permitted to be delivered and performed thereunder;

III. My Opinions

Based on and subject to the foregoing and the other limitations, assumptions, qualifications and exclusions set forth in this opinion letter, I am of the opinion that:

1. Organizational Status. Each Borrower Party and each CONSOL Loan Party, other than Conrhein Coal Company and Cardinal States Gathering Company, is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as of the date set forth in the applicable Good Standing Certificate. Conrhein Coal Company is a general partnership formed under the laws of the Commonwealth of Pennsylvania. Cardinal States Gathering Company is a general partnership formed under the laws of the Commonwealth of Virginia.

2. Power and Authority. Each Borrower Party and each CONSOL Loan Party has full power and authority to own and operate its properties and assets and carry on its business as currently conducted except where the failure to have such power would not reasonably be expected to result in a Material Adverse Change.

3. Authorization, Execution and Delivery. Each Borrower Party and each CONSOL Loan Party has full power to enter into, execute, deliver and carry out the Subject Documents to which it is a party, to incur the Indebtedness contemplated by the Subject Documents and to perform its Obligations under the Subject Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part. The Subject Documents have been duly executed and delivered on behalf of the Borrower Parties and the CONSOL Loan Parties to the extent a party thereto.

4. Subsidiaries. Based solely on my review of the registers of the respective Borrower Parties, each Borrower Party owns the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own as set forth in Schedule 6.1.2 of the Credit Agreement. I have no knowledge or reason to believe that such registers are not accurate. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. Based solely on my review of the registers of the respective Borrower Parties, there are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC

Interests except as indicated on Schedule 6.1.2 to the Credit Agreement. I have no knowledge or reason to believe that such registers are not accurate.

5. No Conflicts. Neither the execution and delivery of the Subject Documents to which it is a party by any Borrower Party nor the consummation of the transactions therein contemplated or compliance with the terms and provisions thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the articles or certificate of incorporation, bylaws, articles or certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Borrower Party or any CONSOL Loan Party, or (ii) any instrument, Material Contract, order, writ, judgment, injunction or decree to which any Borrower Party or any CONSOL Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance upon any property (nor or hereafter acquired) of any Borrower Party or any CONSOL Loan Party (other than Liens granted under the Subject Documents), except that certain consents may be required under the contractual agreements in connection with any attempt to assign such contracts pursuant to the assertion of remedies under the Subject Documents.

6. Litigation. There are no actions, suits, proceedings or investigations pending or, to my knowledge, threatened against any Borrower Party or any CONSOL Loan Party at law or equity before any Official Body that individually or in the aggregate would reasonably be expected to result in any Material Adverse Change. To my knowledge, none of the Borrower Parties and none of the CONSOL Loan Parties is in violation of any order, writ, injunction or any decree of any Official Body that would reasonably be expected to result in any Material Adverse Change.

7. Approvals. Subject to paragraph V-6. below, no consent, approval, exemption, order or authorization of, or registration or filing with, any Official Body or any other Person is required by any Material Contract in connection with the due execution, delivery and carrying out by any Borrower Party or any CONSOL Loan Party of any Subject Document to which it is a party except in each case as have previously been made or obtained.

8. Investment Company Act. No Borrower Party and no CONSOL Loan Party is required to register as an “investment company” under the Investment Company Act of 1940, as amended.

IV. Exclusions

I call your attention to the following matters as to which I express no opinion:

1. Certain Laws. Federal securities laws or regulations, state securities and Blue Sky laws or regulations, federal and state banking laws and regulations, pension and employee benefit laws and regulations, federal and state environmental laws and regulations, federal and state tax laws and regulations, federal and state health and occupational safety laws and regulations, building code, zoning, subdivision and other laws and regulations governing the development, use and occupancy of real property, the Xxxx-Xxxxx-Xxxxxx

Antitrust Improvements Act of 1976 and other federal and state antitrust and unfair competition laws and regulations, the Assignment of Claims Act of 1940, and the effect of any of the foregoing on any of the opinions expressed.

2. Local Ordinances. The ordinances, statutes, administrative decisions, orders, rules and regulations of any municipality, county, special district or other political subdivision of any state.

V. Qualifications and Limitations

The opinions set forth above are subject to the following qualifications and limitations:

1. Applicable Law. I am licensed to practice law only in the Commonwealth of Pennsylvania. These opinions are limited to the federal law of the United States, the laws of the State of Delaware and the laws of the Commonwealth of Pennsylvania, and I do not express any opinion concerning any other law.

2. Bankruptcy. These opinions are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally.

3. Knowledge. These opinions are based solely upon my current actual knowledge, after due inquiry, and do not include constructive, implied, imputed, presumed, or assumed notice or knowledge of matters or information. Furthermore, such references mean only that I do not know of any fact or circumstance contradicting the statement that follows. Except as expressly set forth herein, I have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files or records or dockets or any review of the Borrower Parties’ files) to determine the existence or absence of any facts, and no inference as to my knowledge concerning such facts should be drawn from my reliance on the same in connection with the preparation and delivery of this opinion letter.

4. Material Changes to Terms. Provisions in the Subject Documents which provide that any obligations of a Borrower Party thereunder will not be affected by the action or failure to act on the part of any Lender Party or by an amendment or waiver of the provisions contained in the other Subject Documents might not be enforceable under circumstances in which such action, failure to act, amendment or waiver so materially changes the essential terms of the obligations that, in effect, a new contract has arisen between the Lender Parties and the Borrower Parties.

5. Mathematical Calculations. I have made no independent verification of any of the numbers, schedules, formulae or calculations in the Subject Documents, and I render no opinion with regard to the accuracy, validity or enforceability of any of them.

6. Certain Material Contracts. With respect the opinions expressed in Paragraphs III-5 and 7 above, I express no opinion with regard to the Material Contracts set forth on Schedule II attached hereto.

VI. Reliance on Opinions

The foregoing opinions are being furnished only to the Lender Parties and only for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon for any other purpose without my prior written consent. At your request, I hereby consent to reliance hereon by any future successor or assignee of any Lender’s interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to (to the extent consent is required) in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) I have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts or any other developments of which I may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time.

The Lender Parties are hereby permitted to be furnished and to rely on, subject to the assumptions, exclusions, qualifications, limitations and conditions therein, (i) the Opinion Letter dated as of June 30, 2004 given by Xxxxxxx Xxxxx, in his capacity as senior counsel to the Borrower, in connection with the closing of that certain Credit Agreement dated as of June 30, 2004 among the Borrower, the various financial institutions parties thereto and Citicorp North America, Inc. and PNC Bank, National Association, as co-administrative agents, (ii) the Opinion Letter dated as of April 1, 2005 given by Xxxx X. Hammond, in his capacity as Senior Attorney to the Borrower, in connection with the closing of the 2005 Credit Agreement, (iii) the Opinion Letter dated as of June 27, 2007 given by X. X. Xxxxx in his capacity as Senior Attorney to the Borrower in connection with the closing of the 2007 Credit Agreement, and (iv) the Opinion Letter dated as of May 7, 2010 given by me in my capacity as Senior Counsel to the Borrower in connection with the closing of the 2010 Credit Agreement, and the Opinion Letter dated as of September 20, 2010 given by me in my capacity as Senior Counsel to the Borrower in connection with certain Mortgages delivered following the closing of the 2010 Credit Agreement.

The headings or titles to paragraphs or sections of this opinion letter are for convenience of reference only and are not to be construed to have any effect or meaning with respect to such paragraphs or sections.

Very truly yours,

SCHEDULE I

Borrower Parties


BORROWER PARTIES		JURISDICTION OF FORMATION
CNX Gas Corporation		Delaware corporation

Cardinal States Gathering Company (Guarantor)		Virginia general partnership

CNX Gas Company LLC (Guarantor)		Virginia limited liability company

Xxxx Energy, LLC (Guarantor)		Tennessee limited liability company

Coalfield Pipeline Company (Guarantor)		Tennessee corporation

MOB Corporation (Guarantor		Pennsylvania corporation

SCHEDULE II

1. $1,500,000,000 aggregate principal amount of CONSOL Energy Inc. (“Company”) 8.000% Senior Notes due 2017 (the “2017 Notes”)

2. Indenture, dated April 1, 2010, among the Company, each of the Company’s subsidiaries (each such subsidiary, a “Guarantor”, and collectively, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”) for the 2017 Notes.

3. $1,250,000,000 aggregate principal amount of the Company’s 8.250% Senior Notes due 2020 (the “2020 Notes”).

4. Indenture, dated April 1, 2010, among the Company, the Guarantors and the Trustee for the 2020 Notes.

5. $250,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2021 (the “2021 Notes”).

6. Indenture, dated March 9, 2011, among the Company, certain of its subsidiaries, and The Trustee, as trustee for the for the 2021 Notes.

7. Amended and Restated Receivables Purchase Agreement, dated as of April 30, 2007, by and among CNX Funding Corporation, as seller (the “Seller”), CONSOL Energy Inc. as initial servicer (the “Initial Servicer”), the sub-servicers party thereto (the “Sub-Servicers”), the conduit purchasers party thereto (the “Conduit Purchasers”), the purchaser agents party thereto (the “Purchaser Agents”), the “LC Participants” party thereto (the “LC Participants”) and PNC Bank, National Association, as administrator for the Conduit Purchasers (the “Administrator”) and as issuer of letters of credit (the “LC Bank”).

8. First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 9, 2007, by and among the Seller, the Initial Servicer, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

9. Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 27, 2007, by and among the Seller, the Initial Servicer, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

10. Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2007, by and among the Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

11. Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2009, by and among the Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

12. Fifth Amendment to Amended and Restated Receivables Purchase Agreement and Waiver, dated as of March 12, 2010, by and among the Seller, the Initial Servicer, the Sub Servicers party thereto, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

13. Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 23, 2010, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

14. Purchase and Sale Agreement, dated as of April 30, 2003, by and among CONSOL Energy Inc. and the other originators party thereto (collectively, the “Originators”), the Initial Servicer and CNX Funding Corporation (the “CNX Funding”).

15. First Amendment to Purchase and Sale Agreement, dated as of April 30, 2007, by and among the Originators party thereto and CNX Funding.

16. Second Amendment to Purchase and Sale Agreement, dated as of November 16, 2007, by and among the Originators party thereto and CNX Funding.

17. Third Amendment to the Purchase and Sale Agreement, dated as of March 12, 2010, by and among the Originators party thereto and CNX Funding.

18. Guaranty and Suretyship Agreement, dated as of April 30, 2003, by CONSOL Energy Inc., as guarantor in favor of CNX Funding.

19. Amended and Restated Credit Agreement (the “CONSOL Credit Agreement”), dated as of April 12, 2011, by and among CONSOL Energy Inc., a Delaware corporation, each of the guarantors party thereto, the lenders party thereto, and PNC Bank National Association, in its capacity as administrative agent for the lenders, and the other parties thereto.

20. Amended and Restated CNX Gas Continuing Agreement of Guaranty and Suretyship, dated as of April 12, 2011, jointly and severally given by each of the guarantors party thereto and each of the other person which becomes a guarantor thereunder from time to time in favor of PNC Bank National Association, in its capacity as administrative agent, in connection with the CONSOL Credit Agreement.

21. Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of May 7, 2010, jointly and severally given by each of the guarantors party thereto and each of the other person which becomes a guarantor thereunder from time to time in favor of PNC Bank National Association, in its capacity as administrative agent, in connection with the CONSOL Credit Agreement.

22, Loan Agreement dated as of September 1, 2010 by and between Maryland Economic Development Corporation, a body politic an corporate instrumentality of the State of Maryland, and CNX Marine Terminals Inc., a Delaware corporation (relating to $102,865,000 aggregate principal amount of Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010).

Schedule 7.1.1(d)(ii)

Form of Opinion of Counsel (Xxxx Xxxxx LLP)

April 12, 2011

TO:	Each of the Lender Parties

referenced below

CNX GAS CORPORATION

Ladies and Gentlemen:

We have acted as special New York, Pennsylvania and Virginia counsel to CNX Gas Corporation, a Delaware corporation (the “Borrower”), and each of the guarantors identified on Schedule I attached hereto (collectively, the “Guarantors;” the Borrower and the Guarantors are collectively referred to as the “Borrower Parties” and each individually as a “Borrower Party”) in connection with the transactions contemplated by the Amended and Restated Credit Agreement dated as of April 12, 2011 (the “Credit Agreement”) among the Borrower Parties, the various financial institutions as are or may from time to time become parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A., in its capacity as syndication agent (the “Syndication Agent”) and PNC Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent;” the Administrative Agent, the Lenders, the Syndication Agent, the Secured Parties under the Collateral Trust Agreement and PNC Bank, National Association, as Corporate Trustee under the Collateral Trust Agreement (the “Collateral Trustee”) are collectively referred to as the “Lender Parties” and each individually as a “Lender Party”). This opinion letter is furnished to you pursuant to Section 7.1.1(d)(ii) of the Credit Agreement. Unless otherwise defined herein, terms used herein have the meanings provided for in the Credit Agreement.

I. Documents Reviewed

In connection with this opinion letter, we have examined the following documents, each of which is dated as of the date of the Credit Agreement unless otherwise indicated:

(a)

the Credit Agreement;

(b)

the Guaranty Agreement;

(c)

the CONSOL Guaranty Agreement;

(d)

the Indemnity;

(e)

the Intercompany Subordination Agreement;

(f)

the CONSOL Intercompany Subordination Agreement;

(g)

the Notes;

(h)

the Security Documents; and

(i)

the Successor Agent Agreement.

The documents referred to in clauses (a) through (i) above are referred to collectively as the “Subject Documents”. As used herein “Delaware UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Delaware, “New York UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, “Pennsylvania UCC” means the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Pennsylvania, “Virginia UCC” means the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Virginia, “Tennessee UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Tennessee and “UCC” means the Delaware UCC, the New York UCC, the Pennsylvania UCC, the Virginia UCC or the Tennessee UCC, as applicable.

In addition we have examined the following:

(i) originals, or copies identified to our satisfaction as being true copies, of such records, documents and other instruments as we have deemed necessary for the purposes of this opinion letter;

(ii) unfiled copies of UCC-3 Financing Statements (the “UCC Amendments”) each naming a Borrower Party identified on Schedule II attached hereto, as debtor, and naming, in each case, the Collateral Trustee, as secured party, to be filed with the office listed on Schedule II, as applicable to each Borrower Party (collectively, the “UCC Filing Offices”) each of which relates to an underlying previously filed UCC-1 Financing Statement (the “Existing Financing Statements”) each naming a Borrower Party as debtor and naming, in each case, Wilmington Trust Company, as secured party (collectively, the “Financing Statements”); and

(iii) a Certificate of the Borrower, a copy of which is attached as Annex A to this Opinion (the “Borrower’s Certificate”), together with the agreements and instruments referred to on Schedule I thereto (collectively, the “Reviewed Agreements”).

II. Assumptions Underlying Our Opinions

For all purposes of the opinions expressed herein, we have assumed, without independent investigation, that:

(a) Factual Matters. With regard to factual matters, to the extent that we deemed appropriate and we have reviewed and relied upon (a) the Borrower’s Certificate and other certificates of each Borrower Party or authorized representative thereof, (b) representations of each Borrower Party set forth in the Subject Documents and (c) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records, including filings with public authorities, are properly indexed and filed, and except for the UCC Financing Statements, are accurate and complete.

(b) Signatures. The signatures of individuals signing the Subject Documents are genuine and authorized.

(c) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents.

(d) Organizational Status. Each Borrower Party is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Borrower Party is duly qualified, in good standing and authorized to do business in each jurisdiction where the ownership or leasing of real estate, the ownership of substantial assets other than real estate, the conduct of substantial business or the location of employees require it to be so qualified.

(e) Power and Authority. All parties to the Subject Documents have the capacity and full power and authority to execute, deliver and perform the Subject Documents and all documents and instruments contemplated thereby or required or permitted to be delivered thereunder and each Borrower Party has full power and authority to (i) own and operate its properties and assets and carry on its business as currently conducted, (ii) to incur the Indebtedness contemplated by the Subject Documents and (iii) to perform its Obligations under the Subject Documents to which it is a party.

(f) Authorization, Execution and Delivery. All of the Subject Documents and all documents and instruments contemplated thereby or required or permitted to be delivered thereunder have been duly authorized by all necessary corporate or other action on the part of the parties thereto and have been duly executed and delivered by such parties.

(g) Binding Effect. All of the Subject Documents and all documents and instruments contemplated thereby or required or permitted to be delivered thereunder are valid, binding and enforceable obligations of the parties thereto (other than the Borrower Parties and the CONSOL Loan Parties).

(h) No Contravention. Neither the execution and delivery of the Subject Documents by any party thereto nor the performance by any party thereto with the terms and provisions thereof will conflict with or result in a breach of (i) the certificate or articles of incorporation, bylaws, certificate or articles of organization, operating agreement, certificate of limited partnership, partnership agreement, trust agreement or other similar organizational documents of any such party, (ii) any law or regulation of any jurisdiction applicable to any such party (other than the laws and regulations specified in paragraph III 2(a)) or (iii) any order, writ, injunction or decree of any court or governmental instrumentality or agency applicable to any such party or any agreement or instrument to which any such party is a party or by which its properties are subject or bound (other than, in the case of the Borrower Parties, the Reviewed Agreements and the Liens granted under the Subject Documents).

(i) Proceedings. There is no outstanding judgment, action, suit or proceeding pending against any Borrower Party before any court, governmental agency or arbitrator which challenges the legality, validity, binding effect or enforceability of any Subject Document to which such Borrower Party is a party.

(j) Consents for Certain Parties. All necessary consents, authorizations, approvals, permits or certificates (governmental, contractual and otherwise) which are required as a condition to the execution and delivery of the Subject Documents and all documents and instruments contemplated thereby or required or permitted to be delivered thereunder by the parties thereto (other than the Borrower Parties and the CONSOL Loan Parties to the extent such

consents, authorizations, approvals, filings, permits or certificates are specified in the opinion in paragraph III-3 below) and to the consummation by such parties of the transactions contemplated thereby have been obtained.

(k) Investment Company Act. No Borrower Party is an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(l) Contrary Knowledge of Addressee. No addressee of this opinion letter has any actual knowledge that any of our factual assumptions or opinions is inaccurate.

(m) Accurate Description of Parties’ Understanding. The Subject Documents accurately describe and contain the mutual understanding of the parties, and there are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms thereof.

(n) Value. Loans have been made and credit extended by and from the Secured Parties (as defined in the Collateral Trust Agreement) and value has been given to and for the benefit of each Borrower Party within the meaning of Section 9-203(b)(1) of the New York UCC under and pursuant to the Subject Documents, and each of the Borrower Parties has rights in the Collateral described in the Security Documents or the power to transfer rights in such Collateral sufficient to grant the liens and security interests contemplated in the Security Documents.

(o) Existing Financing Statements. Each Existing Financing Statement is correctly filed, indexed and recorded in the appropriate UCC Filing Office and the appropriate fee has been tendered.

(p) Possessory Collateral. Immediately prior to the effectiveness of the Successor Agent Agreement, Wilmington Trust Company in its capacity as Collateral Trustee under the Collateral Trust Agreement maintains possession of the Instruments and Certificated Securities defined in our opinion 5(b) and 5(c) below.

(q) Existing Control Agreements. Each of the deposit account control agreements and securities account control agreements listed on Schedule III.A. hereto (each a “Control Agreement”) are in full force and effect immediately prior to the effectiveness of the Successor Agent Agreement.

III. Our Opinions

Based on and subject to the foregoing and the other limitations, assumptions, qualifications and exclusions set forth in this opinion letter, we are of the opinion that:

1. Enforceability. Each Subject Document to which a Borrower Party or a CONSOL Loan Party is a party constitutes the valid, binding and enforceable obligation of such Borrower Party or CONSOL Loan Party, as the case may be.

2. Noncontravention. Neither the execution, delivery and performance by any Borrower Party of any Subject Document to which it is a party (including the receipt of extensions of credit thereunder), nor the compliance by any Borrower Party with the terms and provisions thereof: (a) violates any present law, statute or regulation of the State of New York, the Commonwealth of Pennsylvania, the Commonwealth of Virginia or the United States (including Regulation U of the Board of Governors of the Federal Reserve System) that is

applicable to such Borrower Party or such CONSOL Loan Party, as the case may be, or the Delaware General Corporation Law (the “DGCL”) or the Delaware Limited Liability Company Act (the “DLLCA”); or (b) results in any breach of any of the terms of, or constitutes a default under, any Reviewed Agreement or results in the creation or imposition of any Lien (except as contemplated by the Subject Documents) upon any assets of such Borrower Party or such CONSOL Loan Party pursuant to the terms of any Reviewed Agreement,

3. Governmental Approvals. No consent, approval, or authorization of, or filing with, any governmental authority of the State of New York, the Commonwealth of Pennsylvania, the Commonwealth of Virginia, or the United States or under the DGCL or the DLLCA is required for (a) the due execution, delivery and performance by any Borrower Party or any CONSOL Loan Party of any Subject Document to which it is a party or (b) the validity, binding effect or enforceability of any Subject Document to which any Borrower Party or any CONSOL Loan Party is a party, except (i) in each case as have previously been made or obtained and (ii) filings and recordings which are necessary to perfect the security interests granted under the Security Documents (including, without limitation, the filing of the Mortgages and the UCC Amendments).

4. Creation of Security Interests. (a) The Security Agreement is effective to create a valid security interest in favor of the Collateral Trustee (for the benefit of the Secured Parties (as defined in the Collateral Trust Agreement) (including the holders of any new Loans)) to secure the indebtedness described therein, in all right, title and interest of each Borrower Party that is a party to the Security Agreement in and to all personal property included in the term “Collateral” (as defined in the Security Agreement) in which a security interest can be granted under Article 9 of the New York UCC (collectively, the “Article 9 Collateral”).

(b) The Pledge Agreement is effective to create a valid security interest in favor of the Collateral Trustee (for the benefit of the Secured Parties (including the holders of any new Loans)) to secure the indebtedness described therein, in all right, title and interest of each Borrower Party that is a party to the Pledge Agreement in the Pledged Collateral (as defined in the Pledge Agreement) in which a security interest can be granted under Article 9 of the New York UCC (the Article 9 Collateral and the Pledged Collateral are collectively referred to as the “Subject Collateral”).

5. Perfection. (a) Each UCC Amendment is in appropriate form for recording in the corresponding UCC Filing Office. Upon such recording, the Collateral Trustee will continue to have a perfected security interest in those items of the Subject Collateral in which a security interest may be perfected under Article 9 of the Delaware UCC, the Pennsylvania UCC, the Virginia UCC, or the Tennessee UCC, as applicable, by the filing of a financing statement in the UCC Filing Offices.

(b) Upon the effectiveness of the Successor Agent Agreement, through possession by Wilmington Trust Company as bailee of the Collateral Trustee, and thereafter by delivery from Wilmington Trust Company to the Collateral Trustee (for the benefit of the Secured Parties (including the holders of any new Loans)), and the Collateral Trustee’s taking possession (within the meaning of Section 9-313(a) of the New York UCC), in the State of New York of that portion of the Article 9 Collateral consisting of certificated securities (within the meaning of section 8-102(a)(4) of the New York UCC) in registered form, issued or indorsed in the name of the Collateral Trustee or in blank by an effective endorsement, or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective endorsement (the “New York Delivered Certificated Securities”), the Collateral Trustee (for the benefit of the

Secured Parties (including the holders of any new Loans)) will have a perfected security interest in the New York Delivered Certificated Securities; and (ii) upon delivery to the Collateral Trustee, (for the benefit of the Secured Parties (including the holders of any new Loans)), and the Collateral Trustee’s taking possession (within the meaning of Section 9-313(a) of the Delaware UCC), in the State of Delaware of that portion of the Article 9 Collateral consisting of certificated securities (within the meaning of section 8-102(a)(4) of the Delaware UCC) in registered form, issued or indorsed in the name of the Collateral Trustee or in blank by an effective endorsement, or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective endorsement (the “Delaware Delivered Certificated Securities”; the New York Delivered Certificated Securities and the Delaware Delivered Securities collectively the “Certificated Securities”), the Collateral Trustee (for the benefit of the Secured Parties (including the holders of any new Loans)) will have a perfected security interest in the Delaware Delivered Certificated Securities.

(c) Upon (i) the effectiveness of the Successor Agent Agreement, and (ii) the acknowledgement of each respective depository bank or securities intermediary of receipt of the appropriate notice of assignment listed on Schedule III.B. hereto (each an “Assignment Notice”), the Collateral Trustee will have a perfected security interest in the applicable deposit account or securities account described in the Control Agreement to which such relevant Notice relates.

IV. Exclusions

We express no opinion with respect to the following matters;

(a) Indemnification and Change of Control. The enforceability of any agreement of a Borrower Party in a Subject Document relating to (i) indemnification, contribution or exculpation from costs, expenses or other liabilities or (ii) changes in the organizational control or ownership of such Borrower Party, which agreement (in the case of clause (i) or clause (ii)) is contrary to public policy or applicable law;

(b) Fraudulent Transfer. The effect, if applicable, of fraudulent conveyance, fraudulent transfer and preferential transfer laws and principles of equitable subordination;

(c) Jurisdiction, Venue, etc. The enforceability of any agreement of a Borrower Party in a Subject Document to submit to the jurisdiction of any specific federal or state court (other than the enforceability in a court of the State of New York of any such agreement to submit to the jurisdiction of a court of the State of New York), to waive any objection to the laying of the venue, to waive the defense of forum non conveniens in any action or proceeding referred to therein, to waive trial by jury, to effect service of process in any particular manner or to establish evidentiary standards, and any agreement of a Borrower Party regarding the choice of law governing a Subject Document (other than the enforceability in a court of the State of New York of any such agreement that the laws of the State of New York shall govern a Subject Document);

(d) Trust Relationship. The creation of any trust relationship by any Borrower Party on behalf of any Lender Party;

(e) Certain Laws. Federal securities laws or regulations, state securities and Blue Sky laws or regulations, federal and state banking laws and regulations (except as expressly provided in paragraph III 2(a)), pension and employee benefit laws and regulations, federal and state environmental laws and regulations, federal and state tax laws and regulations, federal and

state health and occupational safety laws and regulations, building code, zoning, subdivision and other laws and regulations governing the development, use and occupancy of real property, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and other federal and state antitrust and unfair competition laws and regulations, the Assignment of Claims Act of 1940, and the effect of any of the foregoing on any of the opinions expressed;

(f) Local Ordinances. The ordinances, statutes, administrative decisions, orders, rules and regulations of any municipality, county, special district or other political subdivision of any state;

(g) Certain Agreements of Borrower Parties. Any agreement of a Borrower Party in a Subject Document providing for:

(i) specific performance of any Borrower Party’s obligations;

(ii) the right of any purchaser of a participation interest from any Lender to set off or apply any deposit, property or indebtedness with respect to any such participation interest;

(iii) establishment of a contractual rate of interest payable after judgment;

(iv) adjustments of payments among Lenders or rights of set off;

(v) the granting of any power of attorney;

(vi) survival of liabilities and obligations of any party under any of the Subject Documents arising after the effective date of termination of the Credit Agreement; or

(vii) obligations to make an agreement in the future;

(h) Remedies. Any provision in any Subject Document to the effect that rights or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy;

(i) UCC Choice of Law. Any provision in any Subject Document with respect to governing law to the extent that such provision purports to affect the choice of law governing perfection and non-perfection of the security interests;

(j) Sale of Subject Collateral. Any provision in any Subject Document relating to the sale or other disposition of Subject Collateral except in compliance with the UCC (including any purchase thereof by the Collateral Trustee);

(k) Custody of Collateral. Any provisions in any Subject Document providing for the care of Subject Collateral in the possession of the Collateral Trustee to the extent inconsistent with Section 9-207 of the UCC;

(l) Waivers. Any purported waiver, release, variation, disclaimer, consent or other agreement to similar effect (collectively, a “Waiver”) by any Borrower Party under any

Subject Document to the extent limited by Sections 1-102(3) or 9-602 of the UCC or other provisions of applicable law (including judicial decisions), except to the extent that such Waiver is effective under and is not prohibited by or void or invalid under Section 9-602 of the UCC or other provisions of applicable law (including judicial decisions);

(m) Title or Priority. Any person’s ownership rights in or title to, or priority of any security interest or lien on or with respect to, any property or assets forming any part of the Subject Collateral;

(n) Security Interest in Certain Types of Collateral. Either: (i) the creation of any security interest purported to be granted in or in respect of any property or assets, the creation of a security interest which is excluded from the coverage of Article 9 of the UCC or any consumer goods or (ii) the perfection of any security interest purported to be granted in (A) any of the assets described under clause (i) above, (B) timber to be cut, as extracted collateral, or rights therein, (C) fixtures, (D) inventory which is subject to any negotiable documents of title (such as negotiable bills of lading or warehouse receipts), (E) “know how”, copyrights, patents, trademarks, service marks, licenses, trade secrets, trade names and other intellectual property except to the extent a security interest therein can be perfected by filing of a financing statement, or (F) any other property or assets, the perfection of a security interest in which is subject to (1) a statute or treaty of the United States which provides for a national or international registration or a national or international certificate of title for the perfection or recordation of a security interest therein or which specifies a place of filing different from that specified in the UCC for filing to perfect or record such security interest, (2) a certificate of title statute or (3) the laws of any jurisdiction other than the State of New York, the Commonwealth of Pennsylvania, the Commonwealth of Virginia, Article 9 of the Delaware UCC, Article 9 of the Tennessee UCC or the United States;

(o) Enforceability of Lien on Certain Types of Collateral. The enforceability of any lien on or security interest in any Subject Collateral:

(i) consisting of goods of a consignor who has delivered such goods to any Borrower Party under a true consignment (as distinguished from a consignment intended as security);

(ii) as against a “buyer in the ordinary course of business” (within the meaning of Article 9 of the UCC) of the Subject Collateral; and

(iii) consisting of inventory of any Borrower Party in the event of any failure by a Borrower Party to have fully complied with the Fair Labor Standards Act of 1932, as amended, including Sections 206 and 207 thereof; and

(p) Security Interests. The creation, validity or perfection of any security interest or lien purported to be granted in or in respect of any of the Subject Collateral, other than as expressly provided in paragraphs III-4 and III-5 above.

V. Qualifications and Limitations

The opinions set forth above are subject to the following qualifications and limitations:

(a) Applicable Law. Our opinions are limited to the federal law of the United States, and the laws of the State of New York, the Commonwealth of Pennsylvania, the Commonwealth of Virginia, the DGCL, the DLLCA, the Delaware UCC, and the Tennessee

UCC, and we do not express any opinion concerning any other law. With respect to our opinion 5(a) and the applicable provisions of the Delaware UCC and the Tennessee UCC, we have, with your permission, confined our investigation of the laws of such jurisdiction to an examination of the relevant provisions of the Uniform Commercial Code as in effect in such jurisdiction as set forth in a standard compilation such as the CCH Secured Transactions Guide.

(b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally.

(c) Equitable Principles. Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. In applying such principles, a court, among other things, might limit the availability of specific equitable remedies (such as injunctive relief and the remedy of specific performance), might not allow a creditor to accelerate maturity of debt or exercise other remedies upon the occurrence of a default deemed immaterial or for non-credit reasons or might decline to order a debtor to perform covenants in a Subject Document. Further, a court may refuse to enforce a covenant if and to the extent that it deems such covenant to be violative of applicable public policy.

(d) Unenforceability of Certain Provisions. Certain of the provisions contained in the Subject Documents (including, without limitation, provisions that (i) require waivers or amendments to be made only in writing, (ii) purport to waive the right of’ statutory or equitable redemption or (iii) provide for the exercise of self-help or other remedies without judicial process) may be unenforceable or ineffective, in whole or in part, but the inclusion of such provisions does not render any Subject Document invalid as a whole, and each of the Subject Documents contains, in our opinion, adequate remedial provisions for the ultimate practical realization of the principal benefits purported to be afforded by such Subject Document, subject to the other qualifications contained in this opinion letter. We note, however, that the unenforceability of such provisions may result in delays in enforcement of the rights and remedies of the Lender Parties under the Subject Documents, and we express no opinion as to the economic consequences, if any, of such delays.

(e) Choice of New York Law and Forum. To the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of any Subject Document, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401 and 5-1402 (XxXxxxxx 2001) and N.Y. CPLR 327(b) (XxXxxxxx 2001) and is subject to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

(f) Knowledge. Whenever our opinions or qualifications are stated to be “to our knowledge” or “known to us” (or words of similar import), it means the actual knowledge of the particular Xxxx Xxxxx LLP attorneys who have provided substantive representation of the Borrower Parties or the CONSOL Loan Parties. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files or records or dockets or any review of our files) to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the same in connection with the preparation and delivery of this opinion letter.

(g) Noncontravention and Governmental Approvals. With respect to the opinions expressed in paragraphs III-2 and III-3, our opinions are limited (i) to our actual knowledge, if any, of the Borrower Parties’ specially regulated business activities and properties based solely upon the Borrower’s Certificate in respect of such matters and without any independent investigation or verification on our part and (ii) to our review of only those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Subject Documents.

(h) Use of Proceeds. With respect to our opinion in paragraph III-2 as it relates to Regulations T, U and X of the Board of Governors of the Federal Reserve System, we have assumed that the Borrower will comply with the provisions of the Credit Agreement relating to the use of proceeds.

(i) Material Changes to Terms. Provisions in the Subject Documents which provide that any obligations of a Borrower Party thereunder will not be affected by the action or failure to act on the part of any Lender Party or by an amendment or waiver of the provisions contained in the other Subject Documents might not be enforceable under circumstances in which such action, failure to act, amendment or waiver so materially changes the essential terms of the obligations that, in effect, a new contract has arisen between the Lender Parties and the Borrower Parties.

(j) Incorporated Documents. This opinion does not relate to (and we have not reviewed) any documents or instruments other than the Subject Documents and the Reviewed Agreements, and we express no opinion as to such other documents or instruments (including, without limitation, any documents or instruments referenced or incorporated in any of the Subject Documents and the Reviewed Agreements) and any such other documents and instruments and the effect the same may have on the foregoing opinions.

(k) Mathematical Calculations. We have made no independent verification of any of the numbers, schedules, formulae or calculations in the Subject Documents, and we render no opinion with regard to the accuracy, validity or enforceability of any of them.

(l) Security Interest in Proceeds. The continuation and perfection of the Collateral Trustee’s security interest in the proceeds of the Subject Collateral are limited to the extent set forth in Section 9-315 of the UCC.

(m) Actions to Continue Effectiveness. We call to your attention to the following. In general, under Section 9515 of the UCC, a financing statement is effective for a period of five years from the date of filing. The effectiveness of a filed financing statement lapses upon the expiration of such period unless a continuation statement is filed prior to such lapse in accordance with the UCC. Upon such lapse the security interest in question would, in general, become unperfected. In general, a continuation statement may be filed within six months prior to the expiration of such five year period. Upon timely filing of a continuation statement in accordance with the UCC, the effectiveness of the original financing statement is continued for five years after the last date on which the filing was effective, whereupon such filing would lapse in the same manner unless another continuation is filed prior to such lapse. Succeeding continuation statements may be filed in the same way to continue the effectiveness of the financing statement.

(n) After-Acquired Property. A security interest in any Subject Collateral that constitutes after-acquired collateral does not attach until the applicable Borrower Party has rights in such after-acquired collateral.

(o) Property Acquired after Commencement of Bankruptcy Case. In the case of property which becomes part of the Subject Collateral after the date hereof, Section 552 of the Bankruptcy Reform Act of 1978, as amended (the “Bankruptcy Code”) limits the extent to which property acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case.

(p) After-Acquired Property as Voidable Preference. In the case of property which becomes part of the Subject Collateral after the date hereof, Section 547 of the Bankruptcy Code provides that a transfer is not made until the debtor has rights in the property transferred, so a security interest in after-acquired property which is security for other than a contemporaneous advance may be treated as a voidable preference under the conditions (and subject to the exceptions) provided by Section 547 of the Bankruptcy Code.

(q) Rights of Third Parties in Certain Collateral. The rights of the Collateral Trustee with respect to Subject Collateral consisting of accounts, instruments, licenses, leases, contracts or other agreements will be subject to the claims, rights and defenses of the other parties thereto against the Borrower Parties.

(r) Licenses or Permits as Collateral. In the case of any Subject Collateral consisting of licenses or permits issued by governmental authorities or other persons or entities, the Borrower Parties may not have sufficient rights therein for the security interest of the Collateral Trustee to attach and, even if the Borrower Parties have sufficient rights for the security interest of the Collateral Trustee to attach, the exercise of remedies may be limited by the terms of the license or permit or require the consent of the governmental authority or other person or entity issuing such license or permit.

(s) Pledged Securities. Our opinions expressed in paragraph III-5(b) as to the perfection of the security interest in Certificated Securities by possession is subject to the following qualifications:

(i) we express no opinion as to the perfection by possession of the security interest of the Collateral Trustee in any portion of the Certificated Securities, the continuous possession of which is not maintained by the Collateral Trustee in the State of New York or the State of Delaware. In addition, we call to your attention that perfection (and the effect of perfection and non-perfection) of the security interest of the Collateral Trustee in the Certificated Securities may be governed by laws other than those of the New York UCC or the Delaware UCC to the extent the Certificated Securities become located in a jurisdiction other than the State of New York or the State of Delaware; and

(ii) we call to your attention that in the case of the issuance of additional shares or other distributions in respect of the Pledged Securities, the security interests of the Collateral Trustee therein will be perfected by possession only if possession thereof is obtained or other action appropriate to the nature of the distribution is taken, in either case, in accordance with the provisions of the New York UCC or the Delaware UCC and other applicable law.

(t) Effective Limits on Remedies. Notwithstanding that Sections 9-406(d), 9-407(a) 9-408(a) and 9-409(a) of the New York UCC render ineffective terms in agreements which prohibit, restrict or require the consent of the person obligated thereon to the assignment,

transfer of, or the creation, attachment, perfection or enforcement of a security interest therein or which provide that any such assignment, transfer, creation, attachment or enforcement gives rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy thereunder, such ineffectiveness may nonetheless be limited as provided in Sections 9-408(c) and 9-409(b) of the New York UCC.

(u) Other UCC Limitations. Such opinions may also be limited by Subpart 3 and Subpart 4 of Part 3 of Article 9 of the UCC.

VI. Reliance on Opinions

The foregoing opinions are being furnished only to the Lender Parties and only for the purpose referred to in the first paragraph of this opinion letter, and this opinion letter is not to be furnished to any other person or entity or used or relied upon by any other person or entity or for any other purpose without our prior written consent. At your request, we hereby consent to reliance hereon by any future successor or assignee of any Lender’s interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time.

Very truly yours,

Attachments:


Schedule I	-	Borrower Parties

Schedule II		UCC Filing Offices

Schedule III		Control Agreements

Annex A	-	Borrower’s Certificate

SCHEDULE I

Borrower Parties


Borrower Parties		State of Formation
CNX Gas Corporation		Delaware corporation

Cardinal States Gathering Company (Guarantor)		Virginia general partnership

CNX Gas Company LLC (Guarantor)		Virginia limited liability company

Xxxx Energy, LLC (Guarantor)		Tennessee limited liability company

Coalfield Pipeline Company (Guarantor)		Tennessee corporation

MOB Corporation (Guarantor)		Pennsylvania corporation

SCHEDULE II

UCC FILING OFFICES


BORROWER PARTIES		FILING OFFICE
CNX Gas Corporation		Delaware Secretary of State

Cardinal States Gathering Company (Guarantor)		Virginia State Corporation Commission

CNX Gas Company LLC (Guarantor)		Virginia State Corporation Commission

Xxxx Energy, LLC (Guarantor)		Tennessee Secretary of State

Coalfield Pipeline Company (Guarantor)		Tennessee Secretary of State

MOB Corporation (Guarantor)		Pennsylvania Secretary of State

Schedule III

A. The Account Control Agreement dated as of May 7, 2010, among Borrower, Collateral Trustee, and PNC Bank, National Association (“PNC”), as depository bank

Uncertificated Securities Control Agreement, dated as of May 28, 2010, among Borrower, Wilmington Trust Company, as Collateral Trustee and and BlackRock Liquidity Funds, acting through its agent, BlackRock Institutional Management Corporation

B. Notice of assignment related to the Account Control Agreement dated as of May 7, 2010, among Borrower, Collateral Trustee, and PNC Bank, National Association (“PNC”), as depository bank (the “Account Control Agreement”)

Notice of assignment related to the Uncertificated Securities Control Agreement, dated as of May 28, 2010, among Borrower, Wilmington Trust Company, as Collateral Trustee and and BlackRock Liquidity Funds, acting through its agent, BlackRock Institutional Management Corporation

Annex A

CNX GAS CORPORATION

Borrower’s Certificate

Reference is made to the opinion letter of Xxxx Xxxxx LLP (the “Opinion Letter”) delivered in connection with the Amended and Restated Credit Agreement dated as of April 12, 2011 among CNX Gas Corporation, as borrower (the “Borrower”), the Guarantors party thereto (collectively, the “Guarantors;” the Borrower and the Guarantors are collectively referred to as the “Borrower Parties” and each individually as a “Borrower Party”), Bank of America, N.A., in its capacity as syndication agent, PNC Bank, National Association, in its capacity as administrative agent, and the financial institutions party thereto, as lenders. Capitalized terms used in this Certificate and not otherwise defined have the meanings assigned to such terms in the Opinion Letter.

Xxxx Xxxxx LLP may rely on the respective representations and warranties that each Borrower Party has made in the Subject Documents and each of the certificates delivered thereunder. In addition, the Borrower certifies, in connection with the execution, delivery and performance by the Borrower Parties of the Subject Documents, the consummation of the transactions contemplated by the Subject Documents and issuance by Xxxx Xxxxx LLP of the Opinion Letter, as follows:

1. Attached as Schedule I is a description of each of the Reviewed Agreements. A true and complete copy of each of the Reviewed Agreements has been previously furnished to Xxxx Xxxxx LLP. No default or event of default or violation of any such agreements, instruments, decrees or orders exists both before and immediately giving effect to the transactions contemplated by the Subject Documents.

2. Neither the Borrower nor any Guarantor engages or proposes to engage in any industry or business or activity, or own any property or asset, that causes or would cause it to be subject to special local, state or federal regulation not applicable to business corporations generally, other than Laws relating to (a) the exploration, production, processing, transmission, transportation or sale of methane natural gas, coal bed methane, coal mine methane or other gas or oil, (b) the growth, harvesting and sale of timber, (c) acquisitions, dispositions and leasing of real property or (d) research and development relating to any of the foregoing.

3. There is no Borrower Party and no Guarantor that (i) holds any permit issued by any Official Body or (ii) is a signatory party to or otherwise bound by any consent order, consent decree, notice of violation, compliance order or similar order issued by any Official Body, that would either (x) require such Borrower Party or Guarantor to obtain the approval of an Official Body to execute and deliver any Subject Document or any document or instrument contemplated thereby or required or permitted to be delivered pursuant thereto to which it is a party or consummate the transactions as therein contemplated or (y) prohibit or limit any such Borrower Party or Guarantor from executing and delivering any Subject Document to which it is a party or consummating the transactions as therein contemplated.

IN WITNESS WHEREOF, I have signed the Certificate in my capacity as Vice President and Treasurer of the Borrower this day of April, 2011.


CNX GAS CORPORATION

By:
	Name:	Xxxx X. Xxxxxx
	Title:	Vice President and Treasurer

Annex A

Schedule I

Borrower’s Certificate

1. $1,500,000,000 aggregate principal amount of CONSOL Energy Inc. (“Company”) 8.000% Senior Notes due 2017 (the “2017 Notes”)

3. $1,250,000,000 aggregate principal amount of the Company’s 8.250% Senior Notes due 2020 (the “2020 Notes”).

4. Indenture, dated April 1, 2010, among the Company, the Guarantors and the Trustee for the 2020 Notes.

5. $250,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2021 (the “2021 Notes”).

6. Indenture, dated March 9, 2011, among the Company, certain of its subsidiaries, and The Trustee, as trustee for the for the 2021 Notes.

10. Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2007, by and among the Seller, the Initial Servicer, the Sub-Servicers party

thereto, the Conduit Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank.

15. First Amendment to Purchase and Sale Agreement, dated as of April 30, 2007, by and among the Originators party thereto and CNX Funding.

16. Second Amendment to Purchase and Sale Agreement, dated as of November 16, 2007, by and among the Originators party thereto and CNX Funding.

17. Third Amendment to the Purchase and Sale Agreement, dated as of March 12, 2010, by and among the Originators party thereto and CNX Funding.

18. Guaranty and Suretyship Agreement, dated as of April 30, 2003, by CONSOL Energy Inc., as guarantor in favor of CNX Funding.

National Association, in its capacity as administrative agent, in connection with the CONSOL Credit Agreement.

22. Loan Agreement dated as of September 1, 2010 by and between Maryland Economic Development Corporation, a body politic an corporate instrumentality of the State of Maryland, and CNX Marine Terminals Inc., a Delaware corporation (relating to $102,865,000 aggregate principal amount of Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010).

Schedule 7.1.1(d)(iii)

Form of Opinion of Local Counsel¹

Matters to be covered in Opinions of each local counsel to the Loan Parties:

1.	The amendments to the Mortgages are in form sufficient for recording, are enforceable and upon proper recording and indexing, create valid, perfected liens and constitute notice to third parties of the rights of the Mortgagee.

2.	Consents and Approvals as to Loan Parties with respect to the mortgage amendments to the Mortgages (Section 6.1.14).

3.	The Mortgages, as amended by the mortgage amendments, are effective to secure the Secured Debt.

4.	The Opinion recipients can continue to rely on the Opinion delivered June 30, 2004, April 1, 2005, June 27, 2007 and May 7, 2010.

5.	Such other matters as the Administrative Agent or the Lenders may reasonably request

¹	Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement.

Schedule 7.1.1(o)

Amendments and Assignments of Security Documents

1.	Collateral Trust Agreement, dated as of May 7, 2010, among Borrower, certain subsidiaries of the Borrower, Wilmington Trust Company, as Corporate Trustee and Xxxxx X. Xxxxxxxx, as Individual Trustee

2.	Security Agreement, dated as of May 7, 2010, among Borrower, certain subsidiaries of the Borrower and Wilmington Trust Company, as Collateral Trustee

3.	Pledge Agreement, dated as of May 7, 2010, among Borrower, certain subsidiaries of the Borrower and Wilmington Trust Company, as Collateral Trustee

4.	Indemnity Agreement, dated as of May 7, 2010, among Borrower, certain subsidiaries of the Borrower, Wilmington Trust Company, as Corporate Trustee and Xxxxx X. Xxxxxxxx, as Individual Trustee

5.	Account Control Agreement, dated as of May 7, 2010, among Borrower, Wilmington Trust Company, as Collateral Trustee and PNC Bank, National Association

6.	Uncertificated Securities Control Agreement, dated as of May 28, 2010, among Borrower, Wilmington Trust Company, as Collateral Trustee and and BlackRock Liquidity Funds, acting through its agent, BlackRock Institutional Management Corporation

7.	Mortgages in favor of Wilmington Trust Company, as Collateral Trustee in the following jurisdictions:

Pennsylvania, Allegheny County

ii)

Pennsylvania, Xxxxxxxxx County

iii)

Pennsylvania, Cambria County

iv)

Pennsylvania, Centre County

Pennsylvania, Clarion County

vi)

Pennsylvania, Clearfield County

vii)

Pennsylvania, Elk County

viii)

Pennsylvania, Fayette County

ix)

Pennsylvania, Xxxxxx County

Pennsylvania, Indiana County

xi)

Pennsylvania, Jefferson County

xii)

Pennsylvania, Xxxxxx County

xiii)

Pennsylvania, Somerset County

xiv)

Pennsylvania, Washington County

xv)

Pennsylvania, Xxxxxxxxxxxx County

xvi)

Virginia, Xxxxxxxx County

xvii)

Virginia, Xxxxxxx County

xviii)

Virginia, Tazewell County

xix)

Virginia, Wise County

xx)

West Virginia, Xxxxxxx County

xxi)

West Virginia, Xxxxx County

xxii)

West Virginia, Xxxxxxx County

xxiii)

West Virginia, Xxxxxxx County

xxiv)

West Virginia, Doddridge County

xxv)

West Virginia, Xxxxxx County

xxvi)

West Virginia, Xxxxxxxx County

xxvii)

West Virginia, Xxxxxxx County

xxviii)

West Virginia, Kanawha County

xxix)

West Virginia, Xxxxx County

xxx)

West Virginia, Xxxxx County

xxxi)

West Virginia, Xxxxxxxx County

xxxii)

West Virginia, XxXxxxxx County

xxxiii)

West Virginia, Xxxxxx County

xxxiv)

West Virginia, Xxxxx County

xxxv)

West Virginia, Monongalia County

xxxvi)

West Virginia, Xxxxxxxx County

-2-

xxxvii)

West Virginia, Preston County

xxxviii)

West Virginia, Xxxxxx County

xxxix)

West Virginia, Raleigh County

xl)

West Virginia, Xxxxxxx County

xli)

West Virginia, Xxxxx County

xlii)

West Virginia, Xxxxxx County

xliii)

West Virginia, Xxxxxx County

xliv)

West Virginia, Tyler County

xlv)

West Virginia, Upshur County

xlvi)

West Virginia, Xxxxxx County

xlvii)

West Virginia, Xxxx County

xlviii)

West Virginia, Wyoming County

8.	UCC-1 Financing Statements naming Wilmington Trust Company, as Collateral Trustee, as secured party and the following entities as debtor, filed with the Secretary of State in the jurisdiction of organization for such debtor:

CNX Gas Corporation

MOB Corporation

Coalfield Pipeline Company

Xxxx Energy, LLC

Cardinal States Gathering Company

CNX Gas Company LLC

Dominion Appalachian Development, LLC

Dominion Appalachian Development Properties, L.L.C.

Dominion Coalbed Methane, Inc.

Dominion Exploration & Production, Inc.

Dominion Reserves, Inc.

-3-

Dominion Transmission, Inc.

9.	UCC-1 Financing Statements naming Wilmington Trust Company, as Collateral Trustee, as secured party relating to As-Extracted Collateral for the following locations:

Pennsylvania, Allegheny County

ii)

Pennsylvania, Xxxxxxxxx County

iii)

Pennsylvania, Cambria County

iv)

Pennsylvania, Centre County

Pennsylvania, Clarion County

vi)

Pennsylvania, Clearfield County

vii)

Pennsylvania, Elk County

viii)

Pennsylvania, Fayette County

ix)

Pennsylvania, Xxxxxx County

Pennsylvania, Indiana County

xi)

Pennsylvania, Jefferson County

xii)

Pennsylvania, Xxxxxx County

xiii)

Pennsylvania, Somerset County

xiv)

Pennsylvania, Washington County

xv)

Pennsylvania, Xxxxxxxxxxxx County

xvi)

Virginia, Xxxxxxxx County

xvii)

Virginia, Xxxxxxx County

xviii)

Virginia, Tazewell County

xix)

Virginia, Wise County

xx)

West Virginia, Xxxxxxx County

xxi)

West Virginia, Xxxxx County

xxii)

West Virginia, Xxxxxxx County

xxiii)

West Virginia, Xxxxxxx County

-4-

xxiv)

West Virginia, Doddridge County

xxv)

West Virginia, Xxxxxx County

xxvi)

West Virginia, Xxxxxxxx County

xxvii)

West Virginia, Xxxxxxx County

xxviii)

West Virginia, Kanawha County

xxix)

West Virginia, Xxxxx County

xxx)

West Virginia, Xxxxx County

xxxi)

West Virginia, Xxxxxxxx County

xxxii)

West Virginia, XxXxxxxx County

xxxiii)

West Virginia, Xxxxxx County

xxxiv)

West Virginia, Xxxxx County

xxxv)

West Virginia, Monongalia County

xxxvi)

West Virginia, Xxxxxxxx County

xxxvii)

West Virginia, Preston County

xxxviii)

West Virginia, Xxxxxx County

xxxix)

West Virginia, Raleigh County

xl)

West Virginia, Xxxxxxx County

xli)

West Virginia, Xxxxx County

xlii)

West Virginia, Xxxxxx County

xliii)

West Virginia, Xxxxxx County

xliv)

West Virginia, Tyler County

xlv)

West Virginia, Upshur County

xlvi)

West Virginia, Xxxxxx County

xlvii)

West Virginia, Xxxx County

xlviii)

West Virginia, Wyoming County

-5-

10.	UCC-1 Fixture Filings naming Wilmington Trust Company, as Collateral Trustee, as secured party relating to Mortgages for the following locations:

Pennsylvania, Allegheny County

ii)

Pennsylvania, Xxxxxxxxx County

iii)

Pennsylvania, Cambria County

iv)

Pennsylvania, Centre County

Pennsylvania, Clarion County

vi)

Pennsylvania, Clearfield County

vii)

Pennsylvania, Elk County

viii)

Pennsylvania, Fayette County

ix)

Pennsylvania, Xxxxxx County

Pennsylvania, Indiana County

xi)

Pennsylvania, Jefferson County

xii)

Pennsylvania, Xxxxxx County

xiii)

Pennsylvania, Somerset County

xiv)

Pennsylvania, Washington County

xv)

Pennsylvania, Xxxxxxxxxxxx County

xvi)

Virginia, Xxxxxxxx County

xvii)

Virginia, Xxxxxxx County

xviii)

Virginia, Tazewell County

xix)

Virginia, Wise County

xx)

West Virginia, Xxxxxxx County

xxi)

West Virginia, Xxxxx County

xxii)

West Virginia, Xxxxxxx County

xxiii)

West Virginia, Xxxxxxx County

xxiv)

West Virginia, Doddridge County

-6-

xxv)

West Virginia, Xxxxxx County

xxvi)

West Virginia, Xxxxxxxx County

xxvii)

West Virginia, Xxxxxxx County

xxviii)

West Virginia, Kanawha County

xxix)

West Virginia, Xxxxx County

xxx)

West Virginia, Xxxxx County

xxxi)

West Virginia, Xxxxxxxx County

xxxii)

West Virginia, XxXxxxxx County

xxxiii)

West Virginia, Xxxxxx County

xxxiv)

West Virginia, Xxxxx County

xxxv)

West Virginia, Monongalia County

xxxvi)

West Virginia, Xxxxxxxx County

xxxvii)

West Virginia, Preston County

xxxviii)

West Virginia, Xxxxxx County

xxxix)

West Virginia, Raleigh County

xl)

West Virginia, Xxxxxxx County

xli)

West Virginia, Xxxxx County

xlii)

West Virginia, Xxxxxx County

xliii)

West Virginia, Xxxxxx County

xliv)

West Virginia, Tyler County

xlv)

West Virginia, Upshur County

xlvi)

West Virginia, Xxxxxx County

xlvii)

West Virginia, Xxxx County

xlviii)

West Virginia, Wyoming County

-7-

Schedule 7.1.1(p) – Lien Searches

A. Corporate Searches


NAME	JURISDICTION	TYPE OF SEARCH
Cardinal States Gathering Company	Virginia SOS	UCC & Tax Liens

Cardinal States Gathering Company	Pennsylvania SOS	UCC & Tax Liens

Cardinal States Gathering Company	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

CNX Gas Company LLC	Virginia SOS	UCC & Tax Liens

CNX Gas Company LLC	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

CNX Gas Corporation	Delaware SOS	UCC & Tax Liens

CNX Gas Corporation	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

Coalfield Pipeline Company	Tennessee SOS	UCC & Tax Liens

Coalfield Pipeline Company	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

Xxxx Energy, LLC	Tennessee SOS	UCC & Tax Liens

Xxxx Energy, LLC	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

MOB Corporation	Pennsylvania SOS	UCC & Tax Liens

MOB Corporation	Pennsylvania, Washington County (Including US District Court)	Tax Liens and Judgments.

B. Fixture Searches


NAME	JURISDICTION	TYPE OF SEARCH
CNX Gas Company LLC	Pennsylvania, Xxxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Pennsylvania, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Pennsylvania, Indiana County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Pennsylvania, Washington County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Pennsylvania, Xxxxxxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Allegheny County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Xxxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Cambria County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing


NAME	JURISDICTION	TYPE OF SEARCH
CONSOL Gas Company	Pennsylvania, Centre County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Clarion County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Clearfield County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Elk County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Fayette County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Indiana County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Jefferson County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Somerset County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Washington County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Xxxxxxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Virginia, Xxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	Virginia, Tazewell County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Virginia, Tazwell County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Virginia, Wise County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, Xxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, XxXxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, Monongalia County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CNX Gas Company LLC	West Virginia, Wyoming County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Doddridge County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Kanawha County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing


NAME	JURISDICTION	TYPE OF SEARCH
CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, XxXxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Monongalia County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Preston County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Raleigh County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Tyler County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Upsher County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Wyoming County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

Schedule 8.1.17 – EXCLUDED ASSETS

The following assets shall not serve as Collateral and will not be encumbered by a Lien in favor of the Collateral Trustees or any Secured Party:

I. EQUITY INTERESTS:

A. All shares, partnership, membership and other interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) the equity of the following (collectively, “Capital Stock”):

1. All Excluded Subsidiaries (other than Foreign Subsidiaries);

2. All Subsidiaries whose Capital Stock is owned by a Foreign Subsidiary;

3. Capital Stock representing thirty-five percent (35%) of all Foreign Subsidiaries whose Capital Stock is held by the Borrower or other Subsidiaries of the Borrower who are not Foreign Subsidiaries;

4. Any other Capital Stock in any entity that is not a direct or indirect Subsidiary of the Borrower or any other Loan Party.

II. REAL ESTATE ASSETS:

A. Any rights, title, and interests in and to any Real Property (including without limitation any fixtures, infrastructure relating thereto that is located thereon, including, without limitation, pipelines, compressors and the like with respect to such properties) and as-extracted collateral related thereto, other than to the extent such Real Property is subject to, or is required to be subject to, a Lien in favor of the Collateral Trustee for the benefit of the Secured Parties by a Mortgage pursuant to Section 8.1.17 of the Credit Agreement.

III. OTHER ASSETS: Any rights, title and interests in and to:

A. All titled assets including, without limitation, automobiles, trucks and other road vehicles now or hereafter owned or leased by the Loan Parties.

B. All locomotives, rail cars and rolling stock now or hereafter owned or leased by the Loan Parties.

C. Any ship, boat or other vessel.

D. The East Tennessee Natural Gas LLC Xxxxxx Ridge lateral pipeline.

- 10 -

E. The Loan Parties’ timber to be cut other than to the extent encumbered by any Mortgage.

F. Any patents, trademarks, trade names or copyrights.

G. Any asset (other than (x) assets subject to a Lien created in favor of the Collateral Trustee for the benefit of the Secured Parties pursuant to any Mortgage (unless otherwise excluded herein), (y) Investment Property or (z) Deposit Accounts) in which a security interest is not perfected by the filing of a UCC-1 financing statement with the secretary of state or similar agency in the applicable Loan Party’s jurisdiction of organization.

H. Any asset released pursuant to Section 6 of the Collateral Trust Agreement.

IV. MANUFACTURED (MOBILE) HOMES: Any right, title and interests in and to any Manufactured (Mobile) Home (as defined in the applicable flood laws).

- 11 -

Schedule 8.1.18

CNX Post-Closing Matters

Control Agreements. The Loan Parties shall use commercially reasonable efforts to have delivered to the Administrative Agent within 30 days after the Closing Date, notices of assignment duly acknowledged by the applicable Pledged Account Bank (as defined in the Security Agreement) with respect to items 5 and 6 set forth on Schedule 7.1.1(o).

UCC Amendments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Amendments adding CNX Gas Company LLC as a debtor on the UCC-1 Financing Statements naming Xxxxx Xxxxxxxx, as Collateral Trustee, as secured party, relating to As-Extracted Collateral for the following jurisdictions:

Allegheny County, PA

Xxxxxxxxx County, PA

Cambria County, PA

Centre County, PA

Clarion County, PA

Clearfield County, PA

Elk County, PA

Fayette County, PA

Xxxxxx County, PA

10.

Indiana County, PA

11.

Jefferson County, PA

12.

Xxxxxx County, PA

13.

Somerset County, PA

14.

Washington County, PA

15.

Xxxxxxxxxxxx County, PA

16.

Tazewell County, VA

17.

Wise County, VA

18.

Xxxxxxx County, WV

19.

Xxxxx County, WV

20.

Xxxxxxx County, WV

21.

Xxxxxxx County, WV

22.

Doddridge County, WV

23.

Xxxxxx County, WV

24.

Xxxxxxxx County, WV

25.

Xxxxxxx County, WV

26.

Kanawha County, WV

27.

Xxxxx County, WV

28.

Xxxxx County, WV

29.

XxXxxxxx County, WV

30.

Xxxxxx County, WV

31.

Xxxxx County, WV

32.

Monongalia County, WV

33.

Xxxxxxxx County, WV

34.

Preston County, WV

35.

Xxxxxx County, WV

36.

Raleigh County, WV

37.

Xxxxxxx County, WV

38.

Xxxxx County, WV

39.

Xxxxxx County, WV

40.

Xxxxxx County, WV

41.

Tyler County, WV

42.

Upshur County, WV

43.

Xxxxxx County, WV

44.

Xxxx County, WV

45.

Wyoming County, WV

UCC Amendments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Amendments adding CNX Gas Company LLC as a debtor on the UCC-1 Fixture Filings naming Xxxxx Xxxxxxxx, as Collateral Trustee, as secured party, relating to the Mortgages for the following jurisdictions:

Allegheny County, PA

Xxxxxxxxx County, PA

Cambria County, PA

Centre County, PA

Clarion County, PA

Clearfield County, PA

Elk County, PA

Fayette County, PA

Xxxxxx County, PA

10.

Indiana County, PA

11.

Jefferson County, PA

12.

Xxxxxx County, PA

13.

Somerset County, PA

14.

Washington County, PA

15.

Xxxxxxxxxxxx County, PA

16.

Tazewell County, VA

17.

Wise County, VA

18.

Xxxxxxx County, WV

19.

Xxxxx County, WV

20.

Xxxxxxx County, WV

21.

Xxxxxxx County, WV

22.

Doddridge County, WV

23.

Xxxxxx County, WV

24.

Xxxxxxxx County, WV

25.

Xxxxxxx County, WV

26.

Kanawha County, WV

27.

Xxxxx County, WV

28.

Xxxxx County, WV

-2-

29.

XxXxxxxx County, WV

30.

Xxxxxx County, WV

31.

Xxxxx County, WV

32.

Monongalia County, WV

33.

Xxxxxxxx County, WV

34.

Preston County, WV

35.

Xxxxxx County, WV

36.

Raleigh County, WV

37.

Xxxxxxx County, WV

38.

Xxxxx County, WV

39.

Xxxxxx County, WV

40.

Xxxxxx County, WV

41.

Tyler County, WV

42.

Upshur County, WV

43.

Xxxxxx County, WV

44.

Xxxx County, WV

45.

Wyoming County, WV

UCC Assignments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Assignments naming PNC Bank, National Association, as Collateral Trustee, as secured party in the place of Xxxxx Xxxxxxxx, on the UCC-1 Financing Statements naming the entity identified below, as debtor, relating to As-Extracted Collateral for the following jurisdictions:

Allegheny County, PA (CONSOL Gas Company)

Xxxxxxxxx County, PA (CNX Gas Company LLC)

Xxxxxxxxx County, PA (CONSOL Gas Company)

Cambria County, PA (CONSOL Gas Company)

Centre County, PA (CONSOL Gas Company)

Clarion County, PA (CONSOL Gas Company)

Clearfield County, PA (CONSOL Gas Company)

Elk County, PA (CONSOL Gas Company)

Fayette County, PA (CONSOL Gas Company)

10.

Xxxxxx County, PA (CNX Gas Company LLC)

11.

Xxxxxx County, PA (CONSOL Gas Company)

12.

Indiana County, PA (CNX Gas Company LLC)

13.

Indiana County, PA (CONSOL Gas Company)

14.

Jefferson County, PA (CONSOL Gas Company)

15.

Xxxxxx County, PA (CONSOL Gas Company)

16.

Somerset County, PA (CONSOL Gas Company)

17.

Washington County, PA (CNX Gas Company LLC)

18.

Washington County, PA (CONSOL Gas Company)

19.

Xxxxxxxxxxxx County, PA (CNX Gas Company LLC)

20.

Xxxxxxxxxxxx County, PA (CONSOL Gas Company)

21.

Xxxxxxxx County, VA (CNX Gas Company LLC)

22.

Xxxxxxx County, VA (CNX Gas Company LLC)

-3-

23.

Tazewell County, VA (CNX Gas Company LLC)

24.

Tazewell County, VA (CONSOL Gas Company)

25.

Wise County, VA (CONSOL Gas Company)

26.

Xxxxxxx County, WV (CONSOL Gas Company)

27.

Xxxxx County, WV (CONSOL Gas Company)

28.

Xxxxxxx County, WV (CONSOL Gas Company)

29.

Xxxxxxx County, WV (CONSOL Gas Company)

30.

Doddridge County, WV (CONSOL Gas Company)

31.

Xxxxxx County, WV (CONSOL Gas Company)

32.

Xxxxxxxx County, WV (CONSOL Gas Company)

33.

Xxxxxxx County, WV (CONSOL Gas Company)

34.

Kanawha County, WV (CONSOL Gas Company)

35.

Xxxxx County, WV (CONSOL Gas Company)

36.

Xxxxx County, WV (CONSOL Gas Company)

37.

Xxxxxxxx County, WV (CNX Gas Company LLC)

38.

XxXxxxxx County, WV (CNX Gas Company LLC)

39.

XxXxxxxx County, WV (CONSOL Gas Company)

40.

Xxxxxx County, WV (CONSOL Gas Company)

41.

Xxxxx County, WV (CONSOL Gas Company)

42.

Monongalia County, WV (CNX Gas Company LLC)

43.

Monongalia County, WV (CONSOL Gas Company)

44.

Xxxxxxxx County, WV (CONSOL Gas Company)

45.

Preston County, WV (CONSOL Gas Company)

46.

Xxxxxx County, WV (CONSOL Gas Company)

47.

Raleigh County, WV (CONSOL Gas Company)

48.

Xxxxxxx County, WV (CONSOL Gas Company)

49.

Xxxxx County, WV (CONSOL Gas Company)

50.

Xxxxxx County, WV (CONSOL Gas Company)

51.

Xxxxxx County, WV (CONSOL Gas Company)

52.

Tyler County, WV (CONSOL Gas Company)

53.

Upshur County, WV (CONSOL Gas Company)

54.

Xxxxxx County, WV (CNX Gas Company LLC)

55.

Xxxxxx County, WV (CONSOL Gas Company)

56.

Xxxx County, WV (CONSOL Gas Company)

57.

Wyoming County, WV (CONSOL Gas Company)

Allegheny County, PA (CONSOL Gas Company)

Xxxxxxxxx County, PA (CNX Gas Company LLC)

Xxxxxxxxx County, PA (CONSOL Gas Company)

Cambria County, PA (CONSOL Gas Company)

-4-

Centre County, PA (CONSOL Gas Company)

Clarion County, PA (CONSOL Gas Company)

Clearfield County, PA (CONSOL Gas Company)

Elk County, PA (CONSOL Gas Company)

Fayette County, PA (CONSOL Gas Company)

10.

Xxxxxx County, PA (CNX Gas Company LLC)

11.

Xxxxxx County, PA (CONSOL Gas Company)

12.

Indiana County, PA (CNX Gas Company LLC)

13.

Indiana County, PA (CONSOL Gas Company)

14.

Jefferson County, PA (CONSOL Gas Company)

15.

Xxxxxx County, PA (CONSOL Gas Company)

16.

Somerset County, PA (CONSOL Gas Company)

17.

Washington County, PA (CNX Gas Company LLC)

18.

Washington County, PA (CONSOL Gas Company)

19.

Xxxxxxxxxxxx County, PA (CNX Gas Company LLC)

20.

Xxxxxxxxxxxx County, PA (CONSOL Gas Company)

21.

Xxxxxxxx County, VA (CNX Gas Company LLC)

22.

Xxxxxxx County, VA (CNX Gas Company LLC)

23.

Tazewell County, VA (CNX Gas Company LLC)

24.

Tazewell County, VA (CONSOL Gas Company)

25.

Wise County, VA (CONSOL Gas Company)

26.

Xxxxxxx County, WV (CONSOL Gas Company)

27.

Xxxxx County, WV (CONSOL Gas Company)

28.

Xxxxxxx County, WV (CONSOL Gas Company)

29.

Xxxxxxx County, WV (CONSOL Gas Company)

30.

Doddridge County, WV (CONSOL Gas Company)

31.

Xxxxxx County, WV (CONSOL Gas Company)

32.

Xxxxxxxx County, WV (CONSOL Gas Company)

33.

Xxxxxxx County, WV (CONSOL Gas Company)

34.

Kanawha County, WV (CONSOL Gas Company)

35.

Xxxxx County, WV (CONSOL Gas Company)

36.

Xxxxx County, WV (CONSOL Gas Company)

37.

Xxxxxxxx County, WV (CNX Gas Company LLC)

38.

XxXxxxxx County, WV (CNX Gas Company LLC)

39.

XxXxxxxx County, WV (CONSOL Gas Company)

40.

Xxxxxx County, WV (CONSOL Gas Company)

41.

Xxxxx County, WV (CONSOL Gas Company)

42.

Monongalia County, WV (CNX Gas Company LLC)

43.

Monongalia County, WV (CONSOL Gas Company)

44.

Xxxxxxxx County, WV (CONSOL Gas Company)

45.

Preston County, WV (CONSOL Gas Company)

46.

Xxxxxx County, WV (CONSOL Gas Company)

47.

Raleigh County, WV (CONSOL Gas Company)

48.

Xxxxxxx County, WV (CONSOL Gas Company)

49.

Xxxxx County, WV (CONSOL Gas Company)

50.

Xxxxxx County, WV (CONSOL Gas Company)

-5-

51.

Xxxxxx County, WV (CONSOL Gas Company)

52.

Tyler County, WV (CONSOL Gas Company)

53.

Upshur County, WV (CONSOL Gas Company)

54.

Xxxxxx County, WV (CNX Gas Company LLC)

55.

Xxxxxx County, WV (CONSOL Gas Company)

56.

Xxxx County, WV (CONSOL Gas Company)

57.

Wyoming County, WV (CONSOL Gas Company)

UCC Amendments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Amendments amending Exhibit A to each of the UCC-1 Fixture Filings naming PNC Bank, National Association, as Collateral Trustee, as secured party, relating to As-Extracted Collateral for the following jurisdictions:

Xxxxxx County, PA

Xxxxxxxx County, VA

Tazewell County, VA

Xxxxxxx County, VA

UCC Amendments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Amendments amending Exhibit A to each of the UCC-1 Fixture Filings naming PNC Bank, National Association, as Collateral Trustee, as secured party, relating to the Mortgages for the following jurisdictions:

Xxxxxx County, PA

Xxxxxxxx County, VA

Tazewell County, VA

Xxxxxxx County, VA

UCC Assignments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Assignments naming PNC Bank, National Association, as Collateral Trustee, as secured party in the place of Wilmington Trust Company, on UCC-1 Financing Statements naming the entity identified below, as debtor, filed with the Secretary of State in the jurisdiction of organization for such debtor:

CNX Gas Corporation

MOB Corporation

Coalfield Pipeline Company

Xxxx Energy, LLC

Cardinal States Gathering Company

CNX Gas Company LLC

I.	UCC Amendments. The Loan Parties shall deliver to the Administrative Agent, within 30 days after the Closing Date, filed as stamped copies of the UCC-3 Financing Statement Amendments amending the maximum principal indebtedness for Tennessee recording

-6-

tax purposes to each of the UCC-1 Financing Statements naming PNC Bank, National Association, as Collateral Trustee, as secured party, naming the entity identified below, as debtor, filed with the Secretary of State of the State of Tennessee:

Coalfield Pipeline Company

Xxxx Energy, LLC

Xxxx Searches. The Loan Parties shall have delivered to the Administrative Agent within 10 days after the Closing Date, certified copies of the lien searches set forth below, none of which encumber the Collateral covered or intended to be covered by the Security Documents, other than Permitted Liens and any other Liens for which the Administrative Agent shall have received satisfactory evidence that UCC termination statements and all other filings or recordings have been made in the appropriate offices as may be required under applicable law to terminate of record such Liens.


NAME	JURISDICTION	TYPE OF SEARCH
CONSOL Gas Company	Pennsylvania, Allegheny County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	Pennsylvania, Xxxxxxxxx County	Fixture

CONSOL Gas Company	Pennsylvania, Cambria County	Fixture

CONSOL Gas Company	Pennsylvania, Centre County	Fixture

CONSOL Gas Company	Pennsylvania, Clarion County	Fixture

CONSOL Gas Company	Pennsylvania, Clearfield County	Fixture

CONSOL Gas Company	Pennsylvania, Elk County	Fixture

CONSOL Gas Company	Pennsylvania, Fayette County	Fixture

CONSOL Gas Company	Pennsylvania, Xxxxxx County	Fixture

CONSOL Gas Company	Pennsylvania, Indiana County	Fixture

CONSOL Gas Company	Pennsylvania, Jefferson County	Fixture

CONSOL Gas Company	Pennsylvania, Xxxxxx County	Fixture

CONSOL Gas Company	Pennsylvania, Somerset County	Fixture

CONSOL Gas Company	Pennsylvania, Washington County	Fixture

CONSOL Gas Company	Pennsylvania, Xxxxxxxxxxxx County	Fixture

CONSOL Gas Company	Virginia, Tazwell County	Fixture

CONSOL Gas Company	Virginia, Wise County	Fixture

CNX Gas Company LLC	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Doddridge County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Kanawha County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture

CONSOL Gas Company	West Virginia, XxXxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture

CONSOL Gas Company	West Virginia, Monongalia County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxxxx County	Fixture

-7-


NAME	JURISDICTION	TYPE OF SEARCH
CONSOL Gas Company	West Virginia, Preston County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Raleigh County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Tyler County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Upsher County	Fixture

CONSOL Gas Company	West Virginia, Xxxxxx County	Fixture, Tax Liens and Judgments - As Extracted Collateral Filing

CONSOL Gas Company	West Virginia, Xxxx County	Fixture

CONSOL Gas Company	West Virginia, Wyoming County	Fixture

-8-

SCHEDULE 8.2.1 – PERMITTED INDEBTEDNESS

(A) Indebtedness secured by the following Liens from part (A) of Schedule 1.1(P):

(1) DEBTOR: CNX Gas Corporation

SECURED PARTY

(EXACTLY AS LISTED ON UCC)

SEARCH JURISDICTION

ORIGINAL

FILING NO.

FILING DATE (S)

COLLATERAL

XXXXXXX LEASING CORPORATION

Delaware Department of State

6344306 6

10/5/06

Specific leased equipment described therein

(B) Indebtedness secured by the following Liens from part (B) of Schedule 1.1(P):

DEBTOR: CNX Gas Company LLC (f/k/a) Dominion Exploration & Production, Inc.

SECURED PARTY

(EXACTLY AS LISTED ON UCC)

SEARCH JURISDICTION

ORIGINAL
FILING NO.

FILING DATE (S)

COLLATERAL/

DESCRIPTION OF
AMENDMENT(S)

KEY EQUIPMENT FINANCE, A DIVISION OF KEY CORPORATE CAPITAL INC.

Delaware Department of State

4154191 3

6/3/04

(Continuation filed 3/9/09)

All software, equipment and other goods (Debtor and Secured Party are designated as Lessee and Lessor)

(1) Capital Lease for firm transportation through October 2021 on the East Tennessee Natural Gas LLC Xxxxxx Ridge lateral pipeline, in an amount of $54,406,000. Such amount represents the present value of the minimum lease payments as of March 31, 2011, which is also the outstanding amount on the Borrower’s Balance Sheet.

- 12 -

SCHEDULE 8.2.3 – PERMITTED GUARANTIES


GUARANTY	TERM		MAXIMUM PAYMENTS*
CNX Gas Corporation has guaranteed Crown Drilling’s Note Payable to Huntington National Bank, including principal, interest, fees, and other amounts owed under the Note Payable. CNX Gas Corporation’s obligation is capped at $16,094,903.45.		Thru 1/2013		8,876,000

Total Guaranties			$	8,876,000

*	MAXIMUM PAYMENTS AT MARCH 31, 2011

- 13 -

EXHIBIT 1.1(A)

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). 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 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 Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, 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 rights and obligations in its capacity as a Lender 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 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) 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 foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

[and is an Affiliate/Approved Fund of [identify Lender]¹]

3. Borrower: CNX Gas Corporation

4. Administrative Agent: PNC Bank, National Association, as the Administrative Agent under the Credit Agreement.

5. Credit Agreement: Amended and Restated Credit Agreement, dated April 12, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among CNX Gas Corporation, a Delaware corporation (“Borrower”), each of the Guarantors now or

¹	Select as applicable.

hereafter party thereto (“Guarantors”), the Lenders now or hereafter party thereto, PNC Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the Syndication Agent.

6. Assigned Interest:

Facility Assigned

Aggregate
Amount
of
Commitments/
Loans for
all Lenders*

Amount of
Commitment/
Loans Assigned*

Percentage
Assigned of
Commitment/
Loans/²

Revolving Credit Commitment

7. [Trade Date: ]³

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[SIGNATURE PAGE FOLLOWS]

*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

3	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

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[SIGNATURE PAGE - ASSIGNMENT AND ASSUMPTION AGREEMENT]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]

By:
Name:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:
Name:
Title:

Consented to and Accepted:

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent



By:
Name:
Title:

[Consented to:

[Insert Signature Blocks for each Issuing Lender that has issued outstanding Letters of Credit]



By:
Name:
Title:

-3-

[Consented to:]⁴

CNX GAS CORPORATION



By:
Name:
Title:

4	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

-4-

ANNEX 1

STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements to be an assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.3 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Lender that is not incorporated under the Laws of the United States or a state thereof, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, return of deposits, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by electronic signature delivery system (in either case in a form acceptable to the

Administrative Agent) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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EXHIBIT 1.1(B)

NEW LENDER JOINDER

Reference is made to the Amended and Restated Credit Agreement, dated as of April 12, 2010 (as amended, supplemented, restated or modified from time to time, the “ Credit Agreement”), by and among CNX Gas Corporation, a Delaware corporation (“Borrower”), each of the Guarantors (“Guarantors”), the Lenders now or hereafter party thereto, PNC Bank, National Association in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as Syndication Agent. This agreement (“Joinder”) is the “New Lender Joinder” referred to in the Credit Agreement.

Agreement

Unless otherwise defined herein, terms defined in the Credit Agreement (defined above) are used herein with the same meanings.

The Person named on the signature pages hereof as the “New Lender” (the “New Lender”), intending to be legally bound hereby, joins and becomes a “Lender” and a “New Lender” under the Credit Agreement and each of the other Loan Documents as of the date set forth on the signature page hereof (the “Effective Date”) and, pursuant to Section 2.12 of the Credit Agreement, the New Lender hereby agrees as follows:

1. As of the Effective Date and to the extent of the Revolving Credit Commitment of the New Lender set forth on the signature page hereto: (i) the New Lender hereby agrees that it is and shall be deemed to be, and it hereby assumes the obligations of, a “Lender” and a “New Lender” under the Credit Agreement and each of the other Loan Documents; and the New Lender shall be entitled to the benefits, rights, privileges and remedies of a “Lender” and a “New Lender” under the Credit Agreement and each of the other Loan Documents.

2. The New Lender acknowledges and agrees that the Administrative Agent, each other agent under the Credit Agreement and each Lender makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto or (ii) the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto.

3. The New Lender (i) confirms that it has received a copy of the Credit Agreement (including any modifications thereof or supplements or waivers thereto), together with copies of the financial statements (if any) referred to in Sections 8.3.1 and 8.3.2 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Syndication Agent, as applicable, to take such actions on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent or the Syndication Agent, as applicable, by the terms thereof; (iv) agrees that it will become a party to and be bound by the Credit Agreement on the

Effective Date as if it were an original Lender thereunder and will have the rights and obligations of a Lender thereunder and will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its address for notices the office set forth beneath its name on the signature pages hereof.

4. Following the execution of this Joinder, it will be delivered to the Borrower and the Administrative Agent for acceptance and for recording by the Administrative Agent.

5. Upon such acceptance and recording, as of the Effective Date, (i) the New Lender shall be a party to the Credit Agreement and, to the extent provided in this Joinder, have the rights and obligations of a Lender thereunder and under the Loan Documents, and (ii) the Revolving Credit Commitment of the Lenders, including the New Lender, shall be as set forth in Schedule 1.1(B) hereto.

6. Upon such acceptance and recording from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Revolving Credit Notes in respect and to the extent of the interest of the New Lender assumed hereby (including, without limitation, all payments of principal, interest, and other fees, costs and expenses with respect thereto) to the New Lender.

7. This Joinder shall be governed by and construed in accordance with the laws of the State of New York.

8. This Joinder may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; and delivery of executed signature pages hereof by telecopy transmission from one party to another shall constitute effective and binding execution and delivery of this Joinder by such party.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE - NEW LENDER JOINDER]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have duly executed this Joinder and delivered the same to the Administrative Agent and the Borrower as of the Effective Date.


NEW LENDER:



EFFECTIVE DATE: COMMITMENT: $

By:
Name:
Title:

Notice Address:







Telephone No.: Telecopier No.: Email: Attention:

CONSENTED TO:

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

AGREED AND ACKNOWLEDGED: CNX GAS CORPORATION

By:
		Name:
		Title:

EXHIBIT 1.1(G)(1)

FORM OF

GUARANTOR JOINDER AND ASSUMPTION AGREEMENT

THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of , 20 , by , a [corporation/partnership/limited liability company] (the “New Guarantor”).

Background

Reference is made to (i) the Amended and Restated Credit Agreement, dated as of April 12, 2011, as the same may be amended, supplemented, restated or modified from time to time (the “Credit Agreement”), by and among CNX Gas Corporation, a Delaware corporation (“Borrower”), each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto (the “Lenders”), PNC Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as Syndication Agent; (ii) the Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of April 12, 2011, as the same may be amended, restated, supplemented or modified from time to time (the “Guaranty”), of Guarantors given to the Administrative Agent for the benefit of the Lenders; (iii) the Security Agreement, dated as of May 7, 2010, as the same may be amended, restated, supplemented or modified from time to time (the “Security Agreement”), among the Loan Parties, as debtors, and the Collateral Trustee (as defined therein) for the benefit of the Secured Parties (as defined therein); (iv) the Pledge Agreement, dated as of May 7, 2010, as the same may be amended, restated, supplemented or modified from time to time (the “Pledge Agreement”), among the Loan Parties, as pledgors, and the Collateral Trustee (as defined therein) for the benefit of the Secured Parties (as defined therein); (v) the Intercompany Subordination Agreement, dated as of May 7, 2010, as the same may be amended, restated, supplemented or modified from time to time (the “Intercompany Subordination Agreement”), among the Loan Parties and the Administrative Agent for the benefit of the Lenders; (vi) the CONSOL Intercompany Subordination Agreement, dated as of April 12, 2011, as the same may be amended, restated, supplemented or modified from time to time (the “CONSOL Intercompany Subordination Agreement”), among the Loan Parties and the CONSOL Loan Parties and the Administrative Agent for the benefit of the Lenders; (vii) the Collateral Trust Agreement, dated as of May 7, 2010, as the same may be amended, restated, supplemented or modified from time to time (the “Collateral Trust Agreement”), among the Borrower, the Designated Subsidiaries (as defined therein) and the Collateral Trustees (as defined therein), as trustees for such Secured Parties (as defined therein); (viii) the Successor Agent Agreement dated as of April 12, 2011 (the “Successor Agent Agreement”), among the Borrower, the Guarantors, PNC Bank, National Association, as successor Corporate Trustee and Collateral Trustee (as defined therein) and Wilmington Trust Company, in its capacities as existing Corporate Trustee and Collateral Trustee; (ix) the Amended and Restated Regulated Substance Certificate and Indemnity Agreement, dated as of April 12, 2011 as the same may be amended, restated, supplemented or modified from time to time (the “Indemnity Agreement”), among the Loan Parties and the Collateral Trustees (as defined therein) for the benefit of the Secured Parties (as defined therein); and (x) the other Loan Documents referred to in the Credit Agreement, as the same may be amended, restated, supplemented or modified from time to time (all documents listed in this paragraph shall collectively be referred to herein as the “Loan Documents”).

Agreement

Capitalized terms defined in the Credit Agreement are used herein as defined therein.

New Guarantor hereby becomes a Guarantor under the terms of the Credit Agreement and in consideration of the value of the synergistic and other benefits received by New Guarantor as a result of being or becoming affiliated with the Borrower and the Guarantors, New Guarantor hereby agrees that effective as of the date hereof it hereby is, and shall be deemed to be, and assumes the obligations of, a “Loan Party” and a “Guarantor”, jointly and severally with the existing Loan Parties and Guarantors under the Credit Agreement, a “Guarantor”, jointly and severally with the existing Guarantors under the Guaranty, a “Company” jointly and severally with the existing “Companies” under the Intercompany Subordination Agreement, a “Company” and a “Loan Party” jointly and severally with the existing “Companies” and the existing “Loan Parties” under the CONSOL Intercompany Subordination Agreement, a “Loan Party” jointly and severally under the Indemnity Agreement, a “Debtor” jointly and severally under the Security Agreement, a “Pledgor” jointly and severally under the Pledge Agreement, a “Loan Party” jointly and severally under the Collateral Trust Agreement, and a “Guarantor” jointly and severally under the Successor Agent Agreement and a Loan Party or Guarantor, as the case may be, under each of the other Loan Documents to which the Loan Parties or Guarantors are required to become a party pursuant to the terms of Section 8.2.9 of the Credit Agreement; and, New Guarantor hereby agrees that from the date hereof and until Payment In Full, New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty, Intercompany Subordination Agreement, the CONSOL Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement, Pledge Agreement, Collateral Trust Agreement, Successor Agent Agreement and each of the other Loan Documents to which Loan Parties are required to become parties pursuant to the terms of Section 8.2.9 of the Credit Agreement jointly and severally with the existing parties thereto. Without limiting the generality of the foregoing, New Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Section 6 of the Credit Agreement applicable to such Loan Party is true and correct as to New Guarantor on and as of the date hereof and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty, Intercompany Subordination Agreement, CONSOL Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement, Pledge Agreement, Collateral Trust Agreement, the Successor Agent Agreement and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof to which New Guarantor is required to become a party.

New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement, Guaranty, Intercompany Subordination Agreement, CONSOL Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement, Pledge Agreement, Collateral Trust Agreement, Successor Agent Agreement and each of the other Loan Documents to which New Guarantor is becoming a party pursuant to the terms of the preceding paragraph.

New Guarantor is simultaneously delivering to the Collateral Trustee (with copies sent to the Administrative Agent), all appropriate documents, instruments, other agreements, financing statements, appropriate stock powers and certificates required under Section 8.2.9 of the Credit Agreement.

In furtherance of the foregoing, upon the request of the Administrative Agent, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of Administrative Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder and Assumption Agreement and the other Loan Documents.

New Guarantor acknowledges and agrees that a telecopy transmission or electronic copy (with confirmation of receipt) to the Administrative Agent or any Lender of signature pages hereof purporting to be signed on behalf of New Guarantor shall constitute effective and binding execution and delivery hereof by New Guarantor.

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[SIGNATURE PAGE OF GUARANTOR

JOINDER AND ASSUMPTION AGREEMENT]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly executed this Guarantor Joinder and Assumption Agreement and delivered the same to the Administrative Agent for the benefit of the Lenders, as of the date and year first above written with the intention that this Guarantor Joinder and Assumption Agreement constitute a sealed instrument.


NEW GUARANTOR:



By:				(SEAL)
Name:
Title:

Acknowledged:

CNX GAS CORPORATION, as Borrower



By:
		Name:
		Title:

Acknowledged and accepted:

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent



By:
		Name:
		Title:

EXHIBIT 1.1(G)(2)

FORM OF

AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND

SURETYSHIP

This Amended and Restated Continuing Agreement of Guaranty and Suretyship (this “Guaranty”), dated as of April 12, 2011, is jointly and severally given by EACH OF THE UNDERSIGNED and EACH OF THE OTHER PERSONS which becomes a Guarantor hereunder from time to time (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Lenders, as defined below (the “Administrative Agent”), in connection with that certain Credit Agreement, dated as of the date hereof, by and among, CNX Gas Corporation, a Delaware corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Administrative Agent, Bank of America, N.A. as Syndication Agent, and the Lenders now or hereafter party thereto (as amended, restated, modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Guaranty.

1. Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Administrative Agent and each Lender, and becomes surety, as though it was a primary obligor for, the full, strict and indefeasible payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Lenders, under or in connection with the Credit Agreement, any other Loan Document, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any of the Loan Parties or that would have arisen or accrued but for the commencement of such proceeding (including without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which any condition to extension of credit is not satisfied), (ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals

and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents, by the Specified Hedge Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

2. Guaranty. Each Guarantor hereby promises to pay and perform all such Guarantied Obligations when due and payable, after the expiration of any applicable cure periods, immediately upon demand of the Administrative Agent and the Lenders or any one or more of them. All payments made hereunder shall be made by each Guarantor in immediately available funds in U.S. Dollars and shall be made without setoff, counterclaim, withholding, or other deduction of any nature. Each Guarantor further agrees that its guaranty hereunder constitutes a guaranty of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Lender to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Lender in favor of any Borrower or any other person.

3. Obligations Absolute. The obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by any Lender, the Administrative Agent, or the Borrower or any other obligor on any of the Guarantied Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity, except for, and to the extent of, payment and performance of the Guaranteed Obligations. Each of the Guarantors agrees that the Guarantied Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, the Specified Hedge Agreements and the Other Lender Provided Financial Service Products. Without limiting the generality of the foregoing, each Guarantor hereby consents to, at any time and from time to time, and the joint and several obligations of each Guarantor hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following:

(a) Any lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Guarantied Obligations and regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the Guarantied Obligations, any of the terms of the Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, or any rights of the Administrative Agent or the Lenders or any other Person with respect thereto;

(b) Any increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange, compromise or settlement of the Guarantied Obligations (whether or not contemplated by the Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products as presently constituted); any change in the time, manner, method, or place of payment or performance of, or in any other term of, any of the Guarantied Obligations; any execution or delivery of any additional Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products; or any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Guarantied Obligations;

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(c) Any failure to assert any breach of or default under any Loan Document or any of the Guarantied Obligations; any extensions of credit in excess of the amount committed under or contemplated by the Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or non-exercise, of any right or remedy against the Borrower or any other Person under or in connection with any Loan Document or any of the Guarantied Obligations; any refusal of payment or performance of any of the Guarantied Obligations, whether or not with any reservation of rights against any Guarantor; or any application of collections (including but not limited to collections resulting from realization upon any direct or indirect security for the Guarantied Obligations) to other obligations, if any, not entitled to the benefits of this Guaranty, in preference to Guarantied Obligations entitled to the benefits of this Guaranty, or if any collections are applied to Guarantied Obligations, any application to particular Guarantied Obligations;

(d) Any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative Agent or the Lenders, or any of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by any of the Administrative Agent or the Lenders, or any of them, or any other Person in respect of, any direct or indirect security for any of the Guarantied Obligations. As used in this Guaranty, “direct or indirect security” for the Guarantied Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any of the Guarantied Obligations, made by or on behalf of any Person;

(e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or termination of the corporate structure or existence of, the Borrower or any other Person; any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Borrower or any other Person; or any action taken or election made by the Administrative Agent or the Lenders, or any of them (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in connection with any such proceeding;

(f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted by the Borrower or any other Person with respect to any Loan Document or any of the Guarantied Obligations, other than, and to the extent of, payment and performance of the Guaranteed Obligations; or any discharge by operation of law or release of the Borrower or any other Person from the performance or observance of any Loan Document or any of the Guarantied Obligations; and

(g) Any other event or circumstance, whether similar or dissimilar to the foregoing, and whether known or unknown, which might otherwise constitute a defense available to, or limit the liability of, any Guarantor, a guarantor or a surety, excepting only full, strict, and indefeasible payment and performance of the Guarantied Obligations in full.

Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] of the Credit Agreement and each Guarantor affirms that its obligations shall continue hereunder undiminished.

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4. Waivers, etc. Each of the Guarantors hereby waives any defense to (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof. Without limitation and to the fullest extent permitted by applicable law, each Guarantor waives each of the following:

(a) Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person;

(b) Any right to any marshalling of assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the Lenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Hedge Agreement or Other Lender Provided Financial Service Product, and any requirement that any Guarantor receive notice of any such acceptance;

(c) Any defense or other right arising by reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent or the Lenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Lenders, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and

(d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

5. Reinstatement. This Guaranty is a continuing obligation of the Guarantors and shall remain in full force and effect notwithstanding that no Guarantied Obligations may be outstanding from time to time and notwithstanding any other event or circumstance. Upon Payment In Full, and provided that none of the other obligations referred to in Section 1(ii) hereof are then in default, this Guaranty shall terminate; provided, however, that this Guaranty shall continue to be effective or be reinstated, as the case may be, any time any payment of any of the Guarantied Obligations is rescinded, recouped, avoided, or must otherwise be returned or released by any Lender or the Administrative Agent upon or during the insolvency, bankruptcy, or reorganization of, or any similar proceeding affecting, the Borrower or for any other reason whatsoever, all as though such payment had not been made and was due and owing.

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6. Subrogation. Each Guarantor waives and agrees that it will not exercise any rights against the Borrower or any other Guarantor arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, and the like) until Payment In Full. If any amount shall be paid to any Guarantor by or on behalf of the Borrower or any other Guarantor by virtue of any right of subrogation, contribution, or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement.

7. No Stay. Without limitation of any other provision of this Guaranty, if any declaration of default or acceleration or other exercise or condition to exercise of rights or remedies under or with respect to any Guarantied Obligation shall at any time be stayed, enjoined, or prevented for any reason (including but not limited to stay or injunction resulting from the pendency against the Borrower or any other Person of a bankruptcy, insolvency, reorganization or similar proceeding), the Guarantors agree that, for the purposes of this Guaranty and their obligations hereunder, the Guarantied Obligations shall be deemed to have been declared in default or accelerated, and such other exercise or conditions to exercise shall be deemed to have been taken or met.

8. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any of the Guarantors hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Paragraph) the Administrative Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

(b) Payment of Other Taxes by any Guarantor. Without limiting the provisions of Paragraph (a) above, each Guarantor shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

(c) Indemnification by the Guarantors. Each Guarantor shall indemnify the Administrative Agent, each Lender and the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Paragraph) paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to such Guarantor by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

(d) Certificate. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantor to an Official Body, such Guarantor shall deliver to the Administrative Agent, the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy

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of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Tax Provisions Incorporated By Reference. Notwithstanding the foregoing, with respect to any and all payments by or on account of any obligation of the Guarantors hereunder, the provisions of Section 5.8 [Taxes] of the Credit Agreement are cross-referenced, incorporated herein and shall apply to the Administrative Agent, each Lender, Issuing Lender and any Guarantor as if such Guarantor is, in fact, the Borrower; provided, however, that no Guarantor shall have any obligation under this Section 8 [Taxes] in excess of such Guarantor’s Guarantied Obligations.

9. Intentionally Deleted.

10. Notices. Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall be given to such Guarantor at the address set forth on a Schedule to, or in a Guarantor Joinder given under, the Credit Agreement and in the manner provided in Section 11.5.1 [Notices Generally] of the Credit Agreement. The Administrative Agent and the Lenders may rely on any notice (whether or not made in a manner contemplated by this Guaranty) purportedly made by or on behalf of a Guarantor, and the Administrative Agent and the Lenders shall have no duty to verify the identity or authority of the Person giving such notice.

11. Counterparts; Telecopy Signatures. This Guaranty may be executed by different parties hereto on 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. Delivery of an executed signature page by telecopy or electronic signature delivery system (in either case in a form acceptable to the Administrative Agent) shall be effective as delivery of a manually executed signature page to this Guaranty.

12. Setoff, Default Payments by Borrower.

(a) In the event that at any time any obligation of the Guarantors now or hereafter existing under this Guaranty shall have become due and payable, the Administrative Agent and the Lenders, or any of them, shall have the right from time to time, without notice to any Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of any Lender or the Administrative Agent, or any subsidiary or affiliate of any Lender or the Administrative Agent, to any Guarantor, including but not limited to all deposits (whether time or demand, general or special, provisionally credited or finally credited, however evidenced) now or hereafter maintained by any Guarantor with the Administrative Agent or any Lender or any subsidiary or affiliate thereof. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether or not the Administrative Agent or the Lenders, or any of them, shall have given any notice or made any demand under this Guaranty or under such obligation to the Guarantor, whether such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that the Administrative Agent and the Lenders, or any of them, may deem such obligation to be then due and payable at the time of such setoff), and regardless of the existence or adequacy of any collateral, guaranty, or other direct or indirect security or right or remedy available to the Administrative Agent or any of the Lenders. The rights of the Administrative Agent and the Lenders under this Section are in addition to such other rights and remedies (including, without limitation, other rights of setoff and banker’s lien) which the Administrative Agent and the Lenders, or any of them, may have, and nothing in this Guaranty or in any other Loan Document, Specified Hedge Agreement or Other Lender Provided Financial Service Product shall be deemed a waiver of or restriction on the right of setoff or banker’s lien of the Administrative Agent and the Lenders, or any of them. Each of the Guarantors hereby agrees that, to the fullest extent permitted by law, any affiliate or subsidiary of the Administrative Agent or any of the Lenders and any holder of a

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participation in any obligation of any Guarantor under this Guaranty, shall have the same rights of setoff as the Administrative Agent and the Lenders as provided in this Section (regardless whether such affiliate or participant otherwise would be deemed a creditor of any Guarantor).

(b) Upon the occurrence and during the continuation of any default under any Guarantied Obligation, if any amount shall be paid to any Guarantor by or for the account of the Borrower, such amount shall be held in trust for the benefit of each Lender and the Administrative Agent and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guarantied Obligations when due and payable.

13. Construction. The section and other headings contained in this Guaranty are for reference purposes only and shall not affect interpretation of this Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doctrine of construction of guaranties or suretyships in favor of the guarantor or surety, nor any doctrine of construction of ambiguities in agreement or instruments against the party controlling the drafting thereof, shall apply to this Guaranty.

14. Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and shall inure to the benefit of and be enforceable by the Administrative Agent and the Lenders, or any of them, and their successors and assigns except that no Guarantor may assign or transfer any of its rights or obligations hereunder or any interest herein other than assignments and transfers permitted by the Credit Agreement. Without limitation of the foregoing, the Administrative Agent and the Lenders, or any of them (and any successive assignee or transferee), from time to time may assign or otherwise transfer all or any portion of its rights or obligations under the Loan Documents (including all or any portion of any commitment to extend credit), or any other Guarantied Obligations, to any other Person as provided and permitted by the Credit Agreement and such Guarantied Obligations (including any Guarantied Obligations resulting from extension of credit by such other Person under or in connection with the Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products) shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty, and to the extent of its interest in such Guarantied Obligations such other Person shall be vested with all the benefits in respect thereof granted to the Administrative Agent and the Lenders in this Guaranty or otherwise.

15. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Guaranty shall be governed by, construed, and enforced in accordance with the internal laws of the State of New York, without regard to its conflict of laws principles.

(b) SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAVIER OF JURY TRIAL.

(i) SUBMISSION TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY

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JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(ii) WAIVER OF VENUE. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 15. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

(iii) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION] OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(iv) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN

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DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

16. Severability; Modification to Conform to Law.

(a) The provisions of this Guaranty are intended to be severable. If any provision of this Guaranty shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

(b) Without limitation of the preceding Subsection (a), to the extent that applicable law (including applicable laws pertaining to fraudulent conveyance or fraudulent or preferential transfer) otherwise would render the full amount of the Guarantor’s obligations hereunder invalid, voidable, or unenforceable on account of the amount of a Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Administrative Agent or any of the Lenders or such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing) may be an amount which is equal to the greater of:

(i) the fair consideration actually received by such Guarantor under the terms and as a result of the Loan Documents, the Specified Hedge Agreements and the Other Lender Provided Financial Service Products, and the value of the benefits described in Section 19(b) hereof, including (and to the extent not inconsistent with applicable federal and state laws affecting the enforceability of guaranties) distributions, commitments, and advances made to or for the benefit of such Guarantor with the proceeds of any credit extended under the Loan Documents, the Specified Hedge Agreements or Other Lender Provided Financial Service Products, or

(ii) the excess of (1) the amount of the fair value of the assets of such Guarantor as of the date of this Guaranty as determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors as in effect on the date hereof, over (2) the amount of all liabilities of such Guarantor as of the date of this Guaranty, also as determined on the basis of applicable federal and state laws governing the insolvency of debtors as in effect on the date hereof.

(c) Notwithstanding anything to the contrary in this Section or elsewhere in this Guaranty, this Guaranty shall be presumptively valid and enforceable to its full extent in accordance with its terms, as if this Section (and references elsewhere in this Guaranty to enforceability to the fullest extent permitted by law) were not a part of this Guaranty, and in any related litigation the burden of proof shall be on the party asserting the invalidity or unenforceability of any provision hereof or asserting any limitation on any Guarantor’s obligations hereunder as to each element of such assertion.

17. Additional Guarantors. At any time after the initial execution and delivery of this Guaranty to the Administrative Agent and the Lenders, additional Persons may become parties to this Guaranty and thereby acquire the duties and rights of being Guarantors hereunder by executing and delivering to the Administrative Agent and the Lenders a Guarantor Joinder pursuant to the Credit Agreement. No notice of the addition of any Guarantor shall be required to be given to any pre-existing Guarantor and each Guarantor hereby consents thereto.

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payment and performance of the Guarantied Obligations that its liability hereunder is limited and not joint and several. Each Guarantor acknowledges and agrees that the foregoing waivers and those set forth below serve as a material inducement to the agreement of the Administrative Agent and the Lenders to make the Loans, and that the Administrative Agent and the Lenders are relying on each specific waiver and all such waivers in entering into this Guaranty. The undertakings of each Guarantor hereunder secure the obligations of itself and the other Guarantors. The Administrative Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Guaranty against any Guarantor without any duty or responsibility to pursue any other Guarantor and such an election by the Administrative Agent and the Lenders, or any of them, shall not be a defense to any action the Administrative Agent and the Lenders, or any of them, may elect to take against any Guarantor. Each of the Lenders and the Administrative Agent hereby reserve all rights against each Guarantor.

19. Receipt of Credit Agreement, Other Loan Documents, Benefits.

(a) Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents, any Specified Hedge Agreement and any Other Lender Provided Financial Service Product, and each Guarantor certifies that the representations and warranties made therein with respect to such Guarantor are true and correct. Further, each Guarantor acknowledges and agrees to perform, comply with, and be bound by all of the provisions of the Credit Agreement and the other Loan Documents to the extent applicable to such Guarantor.

(b) Each Guarantor hereby acknowledges, represents, and warrants that it receives synergistic benefits by virtue of its affiliation with the Borrower and the other Guarantors and that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that such benefits, together with the rights of contribution and subrogation that may arise in connection herewith are a reasonably equivalent exchange of value in return for providing this Guaranty.

20. Release of Guarantor. In the event that all of the capital stock or other ownership interests of any Guarantor is sold or otherwise disposed of or liquidated and, if required, the consent of the Administrative Agent (as contemplated by Section 10.10 [Authorization to Release Collateral and Guarantors, Etc.] of the Credit Agreement) or the Lenders (as contemplated by Section 11.1.3 [Release of Collateral or Guarantor] of the Credit Agreement), has been obtained, or if such Guarantor is to be dissolved as permitted under the Credit Agreement, such Guarantor shall, upon consummation of such sale or other disposition, or immediately prior to such dissolution, be released from this Guaranty automatically and without further action, and this Guaranty shall, as to such Guarantor, terminate and have no further force or effect. In connection with the merger of the Guarantor into another Loan Party, this Guaranty will be assumed (as a matter of law) by such other Loan Party and will, together with any Guaranty of the Guarantied Obligations by such other Loan Party, constitute a single Guaranty.

21. Miscellaneous.

(a) Generality of Certain Terms. As used in this Guaranty, the terms “hereof”, “herein” and terms of similar import refer to this Guaranty as a whole and not to any particular term or provision.

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any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement or instrument, by law, or otherwise.

(c) Telecommunications. Each Lender and the Administrative Agent shall be entitled to rely on the authority of any individual making any telecopy or telephonic notice, request, or signature without the necessity of receipt of any verification thereof.

(d) Expenses. Each Guarantor unconditionally agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by the Administrative Agent or any of the Lenders in enforcing this Guaranty against any Guarantor and each Guarantor shall pay and indemnify each Lender and the Administrative Agent for, and hold it harmless from and against, any and all obligations, liabilities, losses, damages, costs, expenses (including disbursements and reasonable legal fees of counsel to any Lender or the Administrative Agent), penalties, judgments, suits, actions, claims, and disbursements imposed on, asserted against, or incurred by any Lender or the Administrative Agent (i) relating to the preparation, negotiation, execution, administration, or enforcement of or collection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction or political subdivision thereof; (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic transmission purporting to be by any Guarantor or the Borrower; (iii) in any way relating to or arising out of this Guaranty, or any document, instrument, or agreement relating to any of the Guarantied Obligations, or any action taken or omitted to be taken by any Lender or the Administrative Agent hereunder, and including those arising directly or indirectly from the violation or asserted violation by any Guarantor or the Borrower or the Administrative Agent or any Lender of any law, rule, regulation, judgment, order, or the like of any jurisdiction or political subdivision thereof (including those relating to environmental protection, health, labor, importing, exporting, or safety) and regardless whether asserted by any governmental entity or any other Person.

(e) Prior Understandings. This Guaranty shall supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto and relating to the transactions provided for herein and therein.

(f) Survival. All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Administrative Agent and the Lenders, or any of them, any extension of credit, or any other event or circumstance whatsoever.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE - AMENDED AND RESTATED CONTINUING AGREEMENT OF

GUARANTY AND SURETYSHIP]

IN WITNESS WHEREOF, each Guarantor, intending to be legally bound, has executed this Guaranty as of the date first above written with the intention that this Guaranty shall constitute a sealed instrument.


GUARANTORS:

CNX GAS COMPANY LLC

By:
		Name:
		Title:

CARDINAL STATES GATHERING COMPANY

By:		CNX Gas Company LLC, as Partnership Manager

By:
		Name:
		Title:

XXXX ENERGY, LLC

By:
		Name:
		Title:

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[SIGNATURE PAGE - CONTINUING AGREEMENT OF GUARANTY AND

SURETYSHIP]


COALFIELD PIPELINE COMPANY

By:
		Name:
		Title:

MOB CORPORATION

By:
		Name:
		Title:

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EXHIBIT 1.1(G)(3)

FORM OF

CONSOL AMENDED AND RESTATED CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP

This CONSOL Amended and Restated Continuing Agreement of Guaranty and Suretyship (this “Guaranty”), dated as of April 12, 2011, is jointly and severally given by EACH OF THE UNDERSIGNED and EACH OF THE OTHER PERSONS which becomes a Guarantor hereunder from time to time (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Lenders, as defined below (the “Administrative Agent”), in connection with that certain Credit Agreement, dated as of the date hereof, by and among, CNX Gas Corporation, a Delaware corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Administrative Agent, Bank of America, N.A. as Syndication Agent, and the Lenders now or hereafter party thereto (as amended, restated, modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Guaranty. This is the “CONSOL Guaranty Agreement” referred to in the Credit Agreement.

extension of credit is not satisfied), (ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Administrative Agent or any Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Lender’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents, by the Specified Hedge Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows:

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affecting any of the Guarantied Obligations, any of the terms of the Loan Documents, Specified Hedge Agreements or Other Lender Provided Financial Service Products, or any rights of the Administrative Agent or the Lenders or any other Person with respect thereto;

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election made by the Administrative Agent or the Lenders, or any of them (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in connection with any such proceeding;

Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty pursuant to Section 17 hereof, and each Guarantor affirms that its obligations shall continue hereunder undiminished.

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Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Hedge Agreement or Other Lender Provided Financial Service Product, and any requirement that any Guarantor receive notice of any such acceptance;

(d) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

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accelerated, and such other exercise or conditions to exercise shall be deemed to have been taken or met.

8. Taxes.

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9. Representations and Warranties. Each Guarantor makes the representations and warranties set forth in Section 6.1.1, 6.1.4, 6.1.5, 6.1.6, 6.1.14, 6.1.15, 6.1.17 and 6.1.22 of the Credit Agreement, mutatis mutandis, as to itself and its Subsidiaries as if it were a “Loan Party” referred to thereunder.

10. Notices. Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall be given to such Guarantor at the address set forth on a Schedule to the Credit Agreement and in the manner provided in Section 11.5.1 [Notices Generally] of the Credit Agreement or in a Joinder. The Administrative Agent and the Lenders may rely on any notice (whether or not made in a manner contemplated by this Guaranty) purportedly made by or on behalf of a Guarantor, and the Administrative Agent and the Lenders shall have no duty to verify the identity or authority of the Person giving such notice.

12. Setoff, Default Payments by Borrower.

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the Lenders as provided in this Section (regardless whether such affiliate or participant otherwise would be deemed a creditor of any Guarantor).

15. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Guaranty shall be governed by, construed, and enforced in accordance with the internal laws of the State of New York, without regard to its conflict of laws principles.

(b) SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAVIER OF JURY TRIAL.

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DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

16. Severability; Modification to Conform to Law.

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17. Additional Guarantors. CONSOL hereby agrees that if any Subsidiary of CONSOL (other than CNX Gas or any Subsidiary of CNX Gas) becomes a “Loan Party” or “Guarantor” under the CONSOL Credit Agreement, CONSOL shall cause such Subsidiary, concurrently therewith, to deliver to the Administrative Agent a joinder to this Guaranty in the form of Exhibit A hereto (a “Joinder”). No notice of the addition of any Guarantor shall be required to be given to any pre-existing Guarantor and each Guarantor hereby consents thereto.

18. Joint and Several Obligations. The obligations and additional liabilities of each and every Guarantor under this Guaranty are joint and several obligations of the Guarantors, and each Guarantor hereby waives to the full extent permitted by law any defense it may otherwise have to the payment and performance of the Guarantied Obligations that its liability hereunder is limited and not joint and several. Each Guarantor acknowledges and agrees that the foregoing waivers and those set forth below serve as a material inducement to the agreement of the Administrative Agent and the Lenders to make the Loans, and that the Administrative Agent and the Lenders are relying on each specific waiver and all such waivers in entering into this Guaranty. The undertakings of each Guarantor hereunder secure the obligations of itself and the other Guarantors. The Administrative Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Guaranty against any Guarantor without any duty or responsibility to pursue any other Guarantor and such an election by the Administrative Agent and the Lenders, or any of them, shall not be a defense to any action the Administrative Agent and the Lenders, or any of them, may elect to take against any Guarantor. Each of the Lenders and the Administrative Agent hereby reserve all rights against each Guarantor.

19. Receipt of Credit Agreement, Other Loan Documents, Benefits.

20. Release of Guarantor. In the event that any Guarantor ceases to be a “Loan Party” and “Guarantor” under the CONSOL Credit Agreement, such Guarantor shall currently be released from this Guaranty automatically and without further action, and this Guaranty shall, as to such Guarantor, terminate and have no further force or effect. The Administrative Agent agrees to execute an instrument evidencing such release in form and substance satisfactory to the Administrative Agent upon request of CONSOL and certification by CONSOL that such Guarantor has ceased to be a “Loan Party” and “Guarantor” under the CONSOL Credit Agreement. In

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connection with the merger of the Guarantor into another CONSOL Loan Party, this Guaranty will be assumed (as a matter of law) by such other CONSOL Loan Party and will, together with any Guaranty of the Guarantied Obligations by such other CONSOL Loan Party, constitute a single Guaranty.

21. Miscellaneous.

(b) Amendments, Waivers. No amendment to or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of the Administrative Agent and the Lenders. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No delay or failure of the Administrative Agent or the Lenders, or any of them, in exercising any right or remedy under this Guaranty shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement or instrument, by law, or otherwise.

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(e) Prior Understandings. This Guaranty and the Credit Agreement supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto and relating to the transactions provided for herein and therein.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE - CONSOL GUARANTY AGREEMENT]


GUARANTORS:

CONSOL ENERGY HOLDINGS LLC VI

	By:
		Xxxx X. Xxxxxx, Vice President and Treasurer of each Guarantor listed above on behalf of each such Guarantor


XXXXX EAGLE LIMITED PARTNERSHIP

	By:	TECPART Corporation, a general partner

By:

XXXXXX Company, L.L.C.,

a general partner

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GUARANTORS:

AMVEST COAL & RAIL, L.L.C. AMVEST COAL SALES, INC. AMVEST CORPORATION AMVEST GAS RESOURCES, INC. AMVEST MINERAL SERVICES, INC. AMVEST MINERALS COMPANY, L.L.C. AMVEST OIL & GAS, INC. AMVEST WEST VIRGINIA COAL, L.L.C. XXXXXXX-XXXX LAND & MINERAL, INC. CNX LAND RESOURCES INC. CNX MARINE TERMINALS INC. CONSOL ENERGY SALES COMPANY CONSOL OF CANADA INC. CONSOL OF CENTRAL PENNSYLVANIA LLC CONSOL OF KENTUCKY INC. CONSOL OF OHIO LLC CONSOL OF WV LLC CONSOL OF WYOMING LLC CONSOL PENNSYLVANIA COAL COMPANY LLC FOLA COAL COMPANY, L.L.C. GLAMORGAN COAL COMPANY, L.L.C. XXXXXXXXXXX, INC. LITTLE EAGLE COAL COMPANY, L.L.C. MON RIVER TOWING, INC. MTB INC. XXXXXXXX-XXXX LAND & MINERAL, INC. XXXXXX CREEK MINERAL SERVICES, INC. RESERVE COAL PROPERTIES COMPANY ROCHESTER & PITTSBURGH COAL COMPANY XXXXXX COMPANY, L.L.C. TECPART CORPORATION TERRA FIRMA COMPANY XXXXX EAGLE COAL COMPANY, L.L.C. XXXXXXX RAILROAD COMPANY WOLFPEN KNOB DEVELOPMENT COMPANY

By:
		Xxxx X. Xxxxxx, Treasurer of each Guarantor listed above on behalf of each such Guarantor

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GUARANTORS:

CENTRAL OHIO COAL COMPANY CONSOLIDATION COAL COMPANY EIGHTY-FOUR MINING COMPANY HELVETIA COAL COMPANY ISLAND CREEK COAL COMPANY KEYSTONE COAL MINING CORPORATION LAUREL RUN MINING COMPANY XxXXXXX COAL COMPANY SOUTHERN OHIO COAL COMPANY TWIN RIVERS TOWING COMPANY WINDSOR COAL COMPANY

	By:
		Xxxxxx X. Xxxxxxxx, Treasurer of each Guarantor listed above on behalf of each such Guarantor


CONRHEIN COAL COMPANY

	By:	Consolidation Coal Company, a general partner

	By:
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Treasurer

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GUARANTORS:

CONSOL FINANCIAL INC.

By:
	Name:	Xxxxxxxxxxx X. Xxxxx
	Title:	Vice President and Secretary

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EXHIBIT A

FORM OF CONSOL

GUARANTOR JOINDER AND ASSUMPTION AGREEMENT

THIS CONSOL GUARANTOR JOINDER AND ASSUMPTION AGREEMENT (“CONSOL GUARANTOR JOINDER”) is made as of , 20 , by , a [corporation/partnership/limited liability company] (the “New Guarantor”).

Background

Agreement

Capitalized terms defined in the Credit Agreement are used herein as defined therein.

New Guarantor hereby becomes a Guarantor under the terms of the Guaranty and in consideration of the value of the synergistic and other benefits received by New Guarantor as a result of being or becoming affiliated with the Borrower and the Guarantors, New Guarantor hereby agrees that effective as of the date hereof it hereby is, and shall be deemed to be, and assumes the obligations of, a “Guarantor”, jointly and severally with the existing Guarantors under the Guaranty, a “Company” or “CONSOL Loan Party” jointly and severally with the existing “Companies” and existing “CONSOL Loan Parties” under the CONSOL Intercompany Subordination Agreement and, New Guarantor hereby agrees that from the date hereof and until Payment In Full, New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Guaranty and the CONSOL Intercompany Subordination Agreement, jointly and severally with the existing parties thereto. Without limiting the generality of the foregoing, New Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Section 9 of the Guaranty is true and correct as to New Guarantor on and as of the date hereof and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty and the CONSOL Intercompany Subordination Agreement.

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New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement, Guaranty and the CONSOL Intercompany Subordination Agreement.

In furtherance of the foregoing, upon the request of the Administrative Agent, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of Administrative Agent to carry out more effectively the provisions and purposes of this CONSOL Guarantor Joinder and the other Loan Documents.

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[SIGNATURE PAGE OF CONSOL GUARANTOR

JOINDER AND ASSUMPTION AGREEMENT]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly executed this CONSOL Guarantor Joinder and delivered the same to the Administrative Agent for the benefit of the Lenders, as of the date and year first above written with the intention that this CONSOL Guarantor Joinder constitute a sealed instrument.


NEW GUARANTOR:



By:				(SEAL)
Name:
Title:


Acknowledged:
CNX GAS CORPORATION, as Borrower

By:
Name:
Title:


Acknowledged and accepted:
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
		Name:
		Title:

EXHIBIT 1.1(I)(1)

FORM OF

AMENDED AND RESTATED REGULATED SUBSTANCES CERTIFICATE AND

INDEMNITY AGREEMENT

THIS AMENDED AND RESTATED REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT (the “Agreement”) is made as of April 12, 2011 by CNX GAS CORPORATION, a Delaware corporation (the “Borrower” or “Loan Party”), each other Loan Party (as defined in the Credit Agreement, as herein defined) (together with the Borrower, the “Loan Parties” and each individually, a “Loan Party”) in favor of PNC BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as collateral trustee (the “Collateral Trustee”) for the ratable benefit of the Secured Parties (as defined herein) pursuant to the Collateral Trust Agreement.

RECITALS

A. Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 12, 2011 (as amended or restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, PNC Bank, National Association, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the Syndication Agent.

B. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement, each Loan Party has agreed to enter into this Agreement in favor of the Collateral Trustee for the ratable benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, each Loan Party hereby covenants, warrants, represents and agrees as follows:

1. Definitions. All capitalized terms used herein but not otherwise defined herein shall have the meaning given such terms in the Credit Agreement.

2. Representations and Warranties. The Loan Parties, each for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, hereby reaffirm the representations and warranties set forth in Section 6.1.24 [Environmental Matters] of the Credit Agreement.

3. Environmental Covenants.

(a) Each Loan Party, for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, shall keep such Property free of Hazardous Materials and shall remove, or cause their lessees to remove, all Hazardous Materials which are now or at any time in the future in or on the Property, irrespective of the source thereof, except to the extent that such Hazardous Materials are present on or stored and/or used substantially in compliance with Environmental Laws;

provided, that it shall not be deemed to be a violation of this Section 3(a) unless or until any failure to comply with any applicable Environmental Law would result in fines, penalties, remediation costs, other liabilities or injunctive relief which, considered either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change. Each Loan Party, for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, shall not suffer or permit such Property to be used to generate, manufacture, refine, transport, treat, dispose of, transfer, produce or process Hazardous Materials in violation of Environmental Laws; provided, that it shall not be deemed to be a violation of this Section 3(a) unless or until any failure to comply with any applicable Environmental Law would result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(b) Each Loan Party, for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, shall immediately, upon their respective Responsible Officer obtaining knowledge of any of the following, notify the Collateral Trustee for the benefit of the Secured Parties in writing upon the occurrence of:

(i) the Release or threat of Release of any Hazardous Materials on, at, under, from or affecting the Property in violation of Environmental Laws that could reasonably be expected to result in fines, penalties, remediation costs, other liabilities or injunctive relief which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change;

(ii) any violation affecting the Property of any Environmental Laws, if such violation is reasonably likely to result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; and

(iii) any Environmental Liability or any claim or claims relating to any Loan Party relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials on, at, under, from or affecting the Property if such claim or series of claims, when considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(c) Except as otherwise disclosed in written reports delivered to the Collateral Trustee prior to the date hereof, the Loan Parties certify that, as of the date of this Agreement, to their knowledge, no report, analysis, study or other document prepared by or for any Person exists which identifies any Hazardous Materials on, at, under, emanating from or affecting the Property which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(d) The Loan Parties, at their sole expense and for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, shall, or shall cause the tenants of the Property to, conduct and complete all investigations, studies, sampling and testing and all removal and other

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actions necessary to clean up, remove or otherwise address all Hazardous Materials on, at, under, from or affecting any of the Property in accordance with all Environmental Laws; provided, however that it shall not be deemed to be a violation of this Section 3(d) unless or until any failure to conduct and complete all investigations, studies, sampling and testing and all removal and other actions is reasonably likely to result in fines, penalties, remediation costs or other liabilities which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

4. Indemnity.

(a) The Loan Parties shall indemnify, defend and hold harmless the Collateral Trustee, the Secured Parties and their employees, agents, officers and directors from and against any claims, costs, demands, penalties, fines, liabilities, settlements or damages of whatever kind or nature and associated reasonable costs or expenses, including reasonable attorneys’ fees, fees of environmental consultants and laboratory fees, known or unknown, contingent or otherwise (collectively, the “Indemnified Matters”), arising out of or in any way related to the following matters:

(i) the presence, Release or threatened Release of any Hazardous Materials on, at, under, from or affecting the Property or the soil, water, vegetation, buildings, personal property, persons or natural resources thereon;

(ii) any personal injury (including wrongful death) or property damage (real or personal) or damage to natural resources arising out of or related to such Hazardous Materials;

(iii) any lawsuit brought or threatened, settlement reached or governmental order relating to such Hazardous Materials;

(iv) any violation of Environmental Laws or any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any applicable Environmental Law (collectively, the “Environmental Permits”); and/or

(v) the breach of any warranty, representation or covenant of any Loan Party contained in this Agreement.

(b) The liability covered by this Section 4 shall include, but not be limited to, losses sustained by the Collateral Trustee and the Secured Parties and/or their successors and assigns for (i) diminution in value of the Property resulting from matters covered by this Agreement, (ii) amounts arising out of personal injury or death claims with respect to the matters covered by this Agreement, (iii) amounts charged for any environmental or Hazardous Materials cleanup costs and expenses, liens or other such charges or impositions, (iv) payment for reasonable attorneys’ fees and disbursements, expert witness fees, court costs, environmental tests and design studies in connection with the matters covered by this Agreement, and (v) any other amounts reasonably expended by the Collateral Trustee and the Secured Parties and their successors and assigns with respect to matters covered by this Agreement. Notwithstanding anything to the contrary contained herein, the liability of the Loan Parties under this Section 4, (A) with respect to diminution in value of the Property, shall be limited to the diminution in

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value of the Property in its use by the Loan Parties in their mining operations and (B) with respect to environmental or Hazardous Materials cleanup costs and expenses, shall be limited to the costs and expenses for cleanup of the Property so that it is suitable for use in mining operations and in compliance with all Environmental Laws and Environmental Permits (including without limitation, any permanent reclamation or water treatment resulting from the operations of the Loan Parties or their predecessors).

5. Each Loan Party’s Obligation to Deliver Property. Each Loan Party agrees for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property that, in the event any Mortgage is foreclosed (whether judicially or by power of sale) or any such Loan Party tenders a deed in lieu of foreclosure or any such Loan Party otherwise voluntarily or involuntarily conveys possession of or title to the Property, such Loan Party shall deliver the Property or any parcel comprising such portion of the Property to the Collateral Trustee in a condition that is in compliance with and not subject to any Lien under any applicable Environmental Laws and which could not be reasonably be expected to result in any Environmental Liability. The obligations of each Loan Party as set forth in this paragraph are strictly for the benefit of the Collateral Trustee and the Secured Parties and any successors and assigns of the Collateral Trustee and the Secured Parties as holders of any portion of the Secured Debt and shall not in any way impair or affect the Collateral Trustee’s and/or the Secured Parties’ right to foreclose against any parcel comprising a portion of the Property.

6. The Collateral Trustee’s and/or Secured Parties’ Rights Under This Agreement. The rights of the Collateral Trustee and the Secured Parties under this Agreement shall be in addition to all rights of the Collateral Trustee and/or the Secured Parties under the Mortgages, the Credit Agreement, any other Loan Documents and the Indenture. Any default by any Loan Party under this Agreement (including without limitation any breach of any representation, warranty or covenant made by any Loan Party in this Agreement) shall, at the Collateral Trustee’s option, constitute an Actionable Default under the Collateral Trust Agreement and an Event of Default under the Credit Agreement, the Mortgages and the other Loan Documents.

7. The Collateral Trustee’s and/or the Secured Parties’ Right to Cure. In addition to the other remedies provided to the Collateral Trustee and/or the Secured Parties in the Credit Agreement, the Mortgages, the other Loan Documents and the Indenture, should any Loan Party fail to abide by the terms and covenants of this Agreement, the Collateral Trustee on behalf of the Secured Parties, and/or the Secured Parties may, should they elect to do so in order to protect their security interest, cause the removal, remediation of or other corrective action with respect to any Hazardous Materials on, at, under or emanating from or affecting the Property and repair and remedy any damage caused by the Hazardous Materials or any such removal, remediation or corrective action, as necessary to assure substantial compliance with all applicable Environmental Laws. In such event, all funds expended by the Collateral Trustee on behalf of the Secured Parties and/or the Secured Parties for such purposes, including but not limited to all reasonable attorneys’ fees, engineering fees, consultant fees and similar charges, shall become a part of the obligations secured by the Mortgages and shall be due and payable by each of the Loan Parties on demand. Each disbursement made by the Collateral Trustee and/or the Secured Parties pursuant to this provision shall bear interest at the lower of (a) the rate of interest applicable under Section 4.3.2 [Other Obligations] of the Credit Agreement, or (b) the highest

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rate allowable under applicable laws from the date any Loan Party shall have received written notice that the funds have been advanced by the Collateral Trustee and/or the Secured Parties until paid in full. The Borrower and each of the other Loan Parties shall permit the Collateral Trustee, the Secured Parties, and their agents and employees access to their respective Property (or in the case of the Borrower any and all Properties) for any purpose consistent with this provision.

8. The Collateral Trustee’s Right to Conduct an Investigation. In the event the Secured Parties shall have reasonable cause to suspect that any Loan Party has failed to comply with the terms of this Agreement, the Collateral Trustee may obtain one or more environmental assessments of the Property, at the sole expense of any of the Loan Parties. The nature and scope of the environmental assessments shall be determined by the Collateral Trustee in its judgment. Each Loan Party shall permit the Collateral Trustee, for the benefit of the Secured Parties and the Collateral Trustee’s agents and employees, access to the Property for the purpose of conducting the environmental assessment and shall otherwise cooperate and provide such additional information as may be requested by the Collateral Trustee or the Collateral Trustee’s agents and employees. In the event any Loan Party fails to pay in accordance with this Section 8 for the cost of any such environmental audit, the Secured Parties may pay for same. Each such payment made by the Secured Parties shall become a part of the obligations secured by the Mortgages, shall be due and payable upon demand and shall bear interest after demand at the lower of either (a) the rate of interest applicable under Section 4.3.2 [Other Obligations] of the Credit Agreement, or (b) the highest rate allowable under applicable laws, until paid in full by any Loan Party.

9. Scope of Liability. The liability under this Agreement shall in no way be limited or impaired by (a) any extension of time for performance required by the Credit Agreement, any of the Loan Documents or the Indenture, (b) any exculpatory provisions in any of the Loan Documents or the Indenture limiting the Collateral Trustee’s and/or the Secured Parties’ recourse, (c) the accuracy or inaccuracy of the representations and warranties made by any Loan Party or any other obligor under the Credit Agreement, any of the Loan Documents or the Indenture, (d) the release of any Loan Party or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents or the Indenture by operation of law, the Collateral Trustee’s and/or the Secured Parties’ voluntary act or otherwise, (e) the release or substitution, in whole or in part, of any security for any Loan Party’s obligations or (f) the Collateral Trustee’s failure to record or improper recording or filing of any of the Mortgages or any UCC financing statements, or failure to otherwise perfect, protect, secure or insure any security interest or lien given as security for any Loan Party’s obligations; and, in any such case, whether with or without notice to any Loan Party or other Person and with or without consideration. The indemnity provided in Section 4 above shall survive (i) any sale, assignment or foreclosure of any of the Mortgages or other Loan Documents, the acceptance of a deed in lieu of foreclosure or trustee’s sale, or any sale or transfer of all or part of the possession of or title to the Property, or (ii) the discharge of any of the other Loan Documents or the Indenture and/or the reconveyance or release of any of the Mortgages.

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10. Preservation of Rights. No delay on the Collateral Trustee’s and/or the Secured Parties’ part in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right.

11. Notices. All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes when sent by registered or certified mail to any Loan Party or the Administrative Agent and/or the Lenders as provided in Section 11.5.1 [Notices Generally] of the Credit Agreement and in the case of the Collateral Trustee, as provided in Section 7.2 [Notices] of the Collateral Trust Agreement.

12. Changes in Writing. No provision of this Agreement may be changed, waived, discharged or terminated orally, by telephone or by any other means, except by an instrument in writing signed by all parties hereto.

13. Joint and Several Obligations. With respect to the obligations of each Loan Party in connection with this Agreement, the Borrower and each other Loan Party are jointly and severally liable hereunder. Any party liable upon or in respect of this Agreement or any obligations under any of the other Loan Documents or the Indenture may be released without affecting the liability of any party not so released.

14. Survival. The obligations of each of the Loan Parties under Section 4 of this Agreement shall survive any judicial foreclosure, foreclosure by power of sale, deed in lieu of foreclosure, transfer of possession of or title to the Property by any Loan Party or Secured Parties and Payment In Full and payment of the other Secured Debt in full.

15. Severability. In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions, or any portions thereof, shall not in any way be affected or impaired thereby.

16. Governing Law and Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall in all respects be governed by, construed and enforced in accordance with the governing laws as set forth in the Credit Agreement; provided, however, that the applicable federal, state and local Environmental Laws of the jurisdiction in which the Property is situated shall govern the Loan Parties’ obligations with respect to compliance with Environmental Laws and Environmental Permits that are required under Environmental Laws to own, occupy or maintain the Property or which otherwise are required for the operations and business activities of the Loan Parties.

17. Construction. Unless the context of this Agreement otherwise clearly requires, the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement and are incorporated herein by reference.

18. Counterparts. This Agreement may be executed in any one or more counterparts, each of which shall be deemed an original document and all of which shall be deemed the same document.

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19. SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAVIER OF JURY TRIAL.

(a) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 19. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

(c) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION] OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(d) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

-7-

AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

20. The parties agree that in the event of any conflict between the provisions of this Agreement and the provisions of the Collateral Trust Agreement, the provisions of the Collateral Trust Agreement shall control. Notwithstanding any provision in this Agreement to the contrary, the parties and signatories hereto acknowledge and agree that any and all rights, powers, privileges, duties, responsibilities, liabilities and/or obligations (including but not limited to the right to grant or withhold consent and the right to act or refrain from acting), whether discretionary or mandatory, are and shall be exercised by the Collateral Trustee solely in accordance with the terms and conditions of the Collateral Trust Agreement, at the direction of the Administrative Agent or other entity specified in the Collateral Trust Agreement as having the right to give direction to the Collateral Trustee, and subject further to the rights of the Collateral Trustee to require officers’ certificate(s), opinion(s) and advice from counsel, accountants, appraisers and other third parties, advancement of expenses and/or assurances of indemnity satisfactory to the Collateral Trustee.

21. Amendment and Restatement; No Novation. This Agreement amends and restates the Regulated Substances Certificate and Indemnity Agreement dated as of May 7, 2010 among the Loan Parties and Wilmington Trust Company as Collateral Trustee. This Agreement is not intended to constitute, and does not constitute, an interruption, suspension of continuity, discharge of prior duties, termination, novation or satis-faction of the obligations or liabilities represented by the Original Indemnity.

[SIGNATURE PAGES FOLLOW]

-8-

[SIGNATURE PAGE - AMENDED AND RESTATED REGULATED SUBSTANCES

CERTIFICATE AND INDEMNITY AGREEMENT]

IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned have executed this Agreement as of the day and year first above written.


LOAN PARTIES:

CNX GAS CORPORATION

By:
		Name:
		Title:


CNX GAS COMPANY LLC

By:
		Name:
		Title:


CARDINAL STATES GATHERING COMPANY



By:		CNX Gas Company LLC, as Partnership Manager

By:
		Name:
		Title:


XXXX ENERGY, LLC

By:
		Name:
		Title:

[SIGNATURE PAGE - AMENDED AND RESTATED REGULATED SUBSTANCES

CERTIFICATE AND INDEMNITY AGREEMENT]


COALFIELD PIPELINE COMPANY

By:
		Name:
		Title:


MOB CORPORATION

By:
		Name:
		Title:

[SIGNATURE PAGE - AMENDED AND RESTATED REGULATED SUBSTANCES

CERTIFICATE AND INDEMNITY AGREEMENT]


PNC BANK, NATIONAL ASSOCIATION, as Collateral Trustee

By:
		Name:
		Title:

EXHIBIT 1.1(I)(2)

FORM OF

CONSOL INTERCOMPANY SUBORDINATION AGREEMENT

THIS CONSOL INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”) is dated as of April 12, 2011 and is made by and among CNX GAS CORPORATION, a Delaware corporation (the “Borrower”), each other Loan Party, now or hereafter party hereto (the Borrower and each other Loan Party being individually referred to herein as a “Loan Party” and collectively as the “Loan Parties”), the CONSOL Loan Parties (the Loan Parties and the CONSOL Loan Parties being individually referred to herein as a “Company” and collectively as the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the Lenders (as defined below).

WITNESSETH THAT:

WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of even date herewith, by and among the Borrower, the guarantors now or hereafter a party thereto, the lenders now or hereafter a party thereto (the “Lenders”), PNC Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent (the “Credit Agreement”, each capitalized term used herein shall, unless otherwise defined herein, have the meaning specified in the Credit Agreement), the Administrative Agent and the Lenders agreed to provide certain loans and other financial accommodations to the Borrower;

WHEREAS, the Loan Parties have or, in the future, may have liabilities, obligations or indebtedness owed to the CONSOL Loan Parties (the liabilities, obligations and indebtedness of each of the Loan Parties to any CONSOL Loan Party, now existing or hereafter incurred (whether created directly or acquired by assignment or otherwise), and interest and premiums, if any, thereon and other amounts payable in respect thereof and all other obligations and other amounts payable by any Loan Party to any CONSOL Loan Party are hereinafter collectively referred to as the “Subordinated Indebtedness”); and

WHEREAS, the obligations of the Lenders to maintain the Commitments and make Loans to, and issue Letters of Credit on behalf of, the Borrower from time to time are subject to the condition, among others, that each Loan Party subordinate the Subordinated Indebtedness owed by it to its Obligations to the Administrative Agent or the Lenders pursuant to the Credit Agreement, the other Loan Documents or any Specified Hedge Agreement or Other Lender Provided Financial Service Product (collectively, the “Senior Debt”) in the manner set forth herein.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as follows:

1. Subordinated Indebtedness Subordinated to Senior Debt. The recitals set forth above are hereby incorporated by reference. All Subordinated Indebtedness shall be subordinate and subject in right of payment to the prior Payment In Full.

Exhibit 1.1(I)(2)-1

2. Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Loan Party in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Loan Party or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Loan Party (a Loan Party distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any Subordinated Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Subordinated Indebtedness, and, to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Subordinated Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event.

3. No Commencement of Any Proceeding. Each CONSOL Loan Party agrees that, so long as the Senior Debt shall remain unpaid, it will not commence, or join with any creditor other than the Lenders and the Administrative Agent in commencing, any proceeding, including but not limited to those described in Section 2 hereof, or other enforcement action of any kind against any Loan Party which owes it any Subordinated Indebtedness.

4. Prior Payment in Full of Senior Debt Upon Acceleration of Subordinated Indebtedness. If any portion of the Subordinated Indebtedness owed by any Loan Party becomes or is declared due and payable before its stated maturity, then and in such event the Administrative Agent and the Lenders shall be entitled to receive Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Subordinated Indebtedness is entitled to receive any payment thereon.

5. No Payment When Senior Debt in Default. If any Event of Default or Potential Event of Default shall have occurred and be continuing, or an Event of Default or Potential Event of Default would result from or exist after giving effect to a payment with respect to any portion of Subordinated Indebtedness, unless the Required Lenders shall have consented to or waived the same, so long as any of the Senior Debt shall remain outstanding, no payment shall be made by any Loan Party owing Subordinated Indebtedness on account of principal or interest on any portion of the Subordinated Indebtedness for borrowed money. No payment shall be made by any Loan Party owing any Subordinated Indebtedness other than for borrowed money of such Subordinated Indebtedness after the earlier of (i) any proceeding described in clause (a) or (c) of Section 2 hereof or (ii) the declaration of the Senior Debt as due and payable before its stated maturity.

Exhibit 1.1(I)(2)-2

6. Payment Permitted if No Default. Nothing contained in this Agreement shall prevent any of the Loan Parties, at any time except during the pendency of any of the conditions described in Sections 2, 4 and 5, from making the regularly scheduled payments of principal of or interest on any portion of the Subordinated Indebtedness, or the retention thereof by any of the CONSOL Loan Parties of any money deposited with them for the payment of or on account of the principal of or interest on the Subordinated Indebtedness.

7. Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a CONSOL Loan Party which is owed Subordinated Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, shall be segregated from other funds and property held by such CONSOL Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements and the Other Lender Provided Financial Service Products.

8. Rights of Subrogation. Each Loan Party agrees that no payment or distribution to the Administrative Agent or the Lenders pursuant to the provisions of this Agreement shall entitle it to exercise any rights of subrogation in respect thereof until Payment In Full.

9. Instruments Evidencing Subordinated Indebtedness. Each Company shall cause each instrument for borrowed money which now or hereafter evidences all or a portion of the Subordinated Indebtedness to be conspicuously marked as follows:

“This instrument is subject to the terms of the CONSOL Intercompany Subordination Agreement dated as of April 12, 2011, in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders referred to therein, which Intercompany Subordination Agreement is incorporated herein by reference. Notwithstanding any contrary statement contained in the within instrument, no payment on account of the principal thereof or interest thereon shall become due or payable except in accordance with the express terms of said Intercompany Subordination Agreement.”

Each Company will further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement.

10. Agreement Solely to Define Relative Rights. The purpose of this Agreement is solely to define the relative rights of the CONSOL Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand. Nothing contained in this Agreement is intended to or shall impair, as between any of the Loan Parties and their creditors other than the Administrative Agent and the Lenders, the obligation of the Loan Parties to the CONSOL Loan Parties to pay the principal of and interest on the Subordinated Indebtedness as and when the same shall become due and payable in accordance with its terms, or is intended to or shall

Exhibit 1.1(I)(2)-3

affect the relative rights among the Loan Parties and their creditors other than the Administrative Agent and the Lenders, nor shall anything herein prevent any of the CONSOL Loan Parties from exercising all remedies otherwise permitted by applicable Law upon default under any agreement pursuant to which the Subordinated Indebtedness is created, subject to the rights, if any, under this Agreement of the Administrative Agent and the Lenders to receive cash, property or securities otherwise payable or deliverable with respect to the Subordinated Indebtedness.

11. No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each CONSOL Loan Party by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such CONSOL Loan Party shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Loan Parties with respect to their Subordinated Indebtedness, other than in accordance with the terms of the Credit Agreement, without the prior written consent of the Required Lenders.

Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and from time to time, without the consent of or notice to any of the Companies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following: (i) change the manner, place or terms of payment, or extend the time of payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person.

12. Additional Subsidiaries of the Borrower. The Companies covenant and agree that they shall cause Subsidiaries of CONSOL created or acquired after the date of this Agreement and any other Subsidiaries in each case as required to join this Agreement under the terms of the Credit Agreement, to join in this Agreement and subordinate to the Senior Debt all Subordinated Indebtedness owed to any CONSOL Loan Party by any of the Loan Parties.

13. Continuing Force and Effect. This Agreement shall continue in force until Payment In Full, it being contemplated that this Agreement be of a continuing nature.

Exhibit 1.1(I)(2)-4

waiver or consent signed by the Administrative Agent, acting on behalf of all the Lenders, with the written consent of the Required Lenders, any such agreement, waiver or consent made with such written consent being effective to bind all the Lenders.

15. Expenses. The Companies, unconditionally and jointly and severally, agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all reasonable out-of-pocket costs, expenses and disbursements for which reimbursement is customarily obtained, including reasonable fees and expenses of counsel as set forth in Section 11.3 [Expenses, Etc.] of the Credit Agreement.

16. Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

17. Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles.

18. Successors and Assigns. This Agreement shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and the obligations of each Company shall be binding upon their respective successors and permitted assigns, except that no Company may assign or transfer its rights or obligations hereunder or any interest herein other than assignments and transfers permitted by the Credit Agreement. Except as permitted by the Credit Agreement, the duties and obligations of the Companies may not be delegated or transferred by the Companies or any Company without the prior written consent of the Required Lenders, and any such delegation or transfer without such consent shall be null and void. Except to the extent otherwise required by the context of this Agreement, the word “Lenders” when used herein shall include, without limitation, any holder of a Note or an assignment of rights therein originally issued to a Lender under the Credit Agreement, and each such holder of a Note or assignment shall have the benefits of this Agreement to the same extent as if such holder had originally been a Lender under the Credit Agreement.

19. Joint and Several Obligations. Each of the obligations of each and every Company under this Agreement is joint and several. The Administrative Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Agreement against any Company without any duty or responsibility to pursue any other Company and such an election by the Administrative Agent and the Lenders, or any of them, shall not be a defense to any action the Administrative Agent and the Lenders, or any of them, may elect to take against any Company. Each of the Lenders and the Administrative Agent hereby reserve all right against each Company.

20. Counterparts. This Agreement may be executed by the different parties hereto on any number of separate counterparts, each of which, when executed and delivered, shall be

Exhibit 1.1(I)(2)-5

deemed an original, and all such counterparts shall together constitute one and the same instrument.

21. Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the Subordinated Indebtedness and the right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

22. Application of Payments. In the event any payments are received by the Administrative Agent under the terms of this Agreement for application to the Senior Debt at any time when the Senior Debt has not been declared due and payable and prior to the date on which it would otherwise become due and payable, such payment shall constitute a voluntary prepayment of the Senior Debt for all purposes under the Credit Agreement.

23. Remedies. In the event of a breach by any of the Companies in the performance of any of the terms of this Agreement, the Administrative Agent, on behalf of the Lenders, may demand specific performance of this Agreement and seek injunctive relief and may exercise any other remedy available at law or in equity, it being recognized that the remedies of the Administrative Agent on behalf of the Lenders at law may not fully compensate the Administrative Agent on behalf of the Lenders for the damages they may suffer in the event of a breach hereof.

24. SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS.

Exhibit 1.1(I)(2)-6

OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(ii) WAIVER OF VENUE. EACH COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 24. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

25. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN

Exhibit 1.1(I)(2)-7

DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

26. Notices. All notices, statements, requests and demands and other communications given to or made upon the Companies, the Administrative Agent or the Lenders in accordance with the provisions of this Agreement shall be given or made in the manner as provided in Section 11.5.1 [Notices Generally] of the Credit Agreement.

27. Rules of Construction. The rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement.

[SIGNATURE PAGES FOLLOW]

Exhibit 1.1(I)(2)-8

[SIGNATURE PAGE - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT]

WITNESS the due execution hereof as of the day and year first above written.


BORROWER:

CNX GAS CORPORATION

By:
Name:
Title:


LOAN PARTIES:

CNX GAS COMPANY LLC

By:
Name:
Title:


CARDINAL STATES GATHERING COMPANY

By:		CNX Gas Company LLC, as Partnership Manager

By:
Name:
Title:


XXXX ENERGY, LLC

By:
Name:
Title:

S-1

[SIGNATURE PAGE - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT]


COALFIELD PIPELINE COMPANY

By:
Name:
Title:


MOB CORPORATION

By:
Name:
Title:


CONSOL LOAN PARTIES:

AMVEST COAL & RAIL, L.L.C. AMVEST COAL SALES, INC. AMVEST CORPORATION AMVEST GAS RESOURCES, INC. AMVEST MINERAL SERVICES, INC. AMVEST MINERALS COMPANY, L.L.C. AMVEST OIL & GAS, INC. AMVEST WEST VIRGINIA COAL, L.L.C. XXXXXXX-XXXX LAND & MINERAL, INC. CNX LAND RESOURCES INC. CNX MARINE TERMINALS INC. CONSOL ENERGY SALES COMPANY CONSOL OF CANADA INC. CONSOL OF CENTRAL PENNSYLVANIA LLC CONSOL OF KENTUCKY INC. CONSOL OF OHIO LLC CONSOL OF WV LLC CONSOL OF WYOMING LLC CONSOL PENNSYLVANIA COAL COMPANY LLC FOLA COAL COMPANY, L.L.C. GLAMORGAN COAL COMPANY, L.L.C. XXXXXXXXXXX, INC.

S-2


LITTLE EAGLE COAL COMPANY, L.L.C. MON RIVER TOWING, INC. MTB INC. XXXXXXXX-XXXX LAND & MINERAL, INC. XXXXXX CREEK MINERAL SERVICES, INC. RESERVE COAL PROPERTIES COMPANY ROCHESTER & PITTSBURGH COAL COMPANY XXXXXX COMPANY, L.L.C. TECPART CORPORATION TERRA FIRMA COMPANY XXXXX EAGLE COAL COMPANY, L.L.C. XXXXXXX RAILROAD COMPANY WOLFPEN KNOB DEVELOPMENT COMPANY

	By:
		Xxxx X. Xxxxxx, Treasurer of each Guarantor listed above on behalf of each such Guarantor

CONSOL LOAN PARTIES:

CENTRAL OHIO COAL COMPANY CONSOLIDATION COAL COMPANY EIGHTY-FOUR MINING COMPANY HELVETIA COAL COMPANY ISLAND CREEK COAL COMPANY KEYSTONE COAL MINING CORPORATION LAUREL RUN MINING COMPANY XxXXXXX COAL COMPANY SOUTHERN OHIO COAL COMPANY TWIN RIVERS TOWING COMPANY WINDSOR COAL COMPANY



		By:
				Xxxxxx X. Xxxxxxxx, Treasurer of each Guarantor listed above on behalf of each such Guarantor

S-3


CONRHEIN COAL COMPANY

	By:	Consolidation Coal Company, a general partner

	By:
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Treasurer

S-4


CONSOL LOAN PARTIES:

CONSOL FINANCIAL INC.

	By:
		Name:	Xxxxxxxxxxx X. Xxxxx
		Title:	Vice President and Secretary

S-5

[SIGNATURE PAGE - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT]


ADMINISTRATIVE AGENT:

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

S-6

EXHIBIT 1.1(I)(3)

FORM OF

AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 12, 2011 is made by and among CNX GAS CORPORATION, a Delaware corporation (the “Borrower”), each other Loan Party now or hereafter party hereto (the Borrower and each other Loan Party being individually referred to herein as a “Company” and collectively as the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the Lenders (as defined below).

WITNESSETH THAT:

WHEREAS, reference is made to that certain Intercompany Subordination Agreement, dated as of May 7, 2010, made by and between the Borrower, the guarantors party thereto, the “Companies” (as defined therein) party thereto and PNC Bank, National Association, in its capacity as Paying Agent (the “Existing Subordination Agreement”);

WHEREAS, the Companies have or, in the future, may have liabilities, obligations or indebtedness owed to each other (the liabilities, obligations and indebtedness of each of the Companies to any other Company, now existing or hereafter incurred (whether created directly or acquired by assignment or otherwise), and interest and premiums, if any, thereon and other amounts payable in respect thereof and all other obligations and other amounts payable by any Company to any other Company (other than the Borrower) are hereinafter collectively referred to as the “Subordinated Indebtedness”);

WHEREAS, the obligations of the Lenders to maintain the Commitments and make Loans to, and issue Letters of Credit on behalf of, the Borrower from time to time are subject to the condition, among others, that the Companies subordinate the Subordinated Indebtedness to the Obligations of the Borrower or any other Company to the Administrative Agent or the Lenders pursuant to the Credit Agreement, the other Loan Documents, or any Specified Hedge Agreement or Other Lender Provided Financial Service Product (collectively, the “Senior Debt”) in the manner set forth herein; and

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to maintain the Commitments and continue to make Loans to and issue Letters of Credit on behalf of, the

Borrower and its Subsidiaries, and the parties desire to amend and restate the Existing Subordination Agreement as set forth herein.

NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as follows:

2. Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any Subordinated Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Subordinated Indebtedness, and, to that end, the Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Subordinated Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event.

3. No Commencement of Any Proceeding. Each Company agrees that, so long as the Senior Debt shall remain unpaid, it will not commence, or join with any creditor other than the Lenders and the Administrative Agent in commencing, any proceeding, including but not limited to those described in Section 2 hereof, or other enforcement action of any kind against any other Company which owes it any Subordinated Indebtedness.

4. Prior Payment in Full of Senior Debt Upon Acceleration of Subordinated Indebtedness. If any portion of the Subordinated Indebtedness owed by any Company becomes or is declared due and payable before its stated maturity, then and in such event the Administrative Agent and the Lenders shall be entitled to receive Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Subordinated Indebtedness is entitled to receive any payment thereon.

-2-

5. No Payment When Senior Debt in Default. With respect to Subordinated Indebtedness for borrowed money, if any Event of Default shall have occurred and be continuing, or such an Event of Default would result from or exist after giving effect to a payment with respect to any portion of the Subordinated Indebtedness, unless the Required Lenders shall have consented to or waived the same, so long as any of the Senior Debt shall remain outstanding, no payment shall be made by any Company owing Subordinated Indebtedness on account of principal or interest on any portion of the Subordinated Indebtedness for borrowed money. No payment shall be made by any Company owing any Subordinated Indebtedness other than for borrowed money of such Subordinated Indebtedness after the earlier of (i) any proceeding described in clause (a) or (c) of Section 2 hereof or (ii) the declaration of the Senior Debt as due and payable before its stated maturity.

6. Payment Permitted if No Default. Nothing contained in this Agreement shall prevent any of the Companies, at any time except during the pendency of any of the conditions described in Sections 2, 4 and 5, from making the regularly scheduled payments of principal of or interest on any portion of the Subordinated Indebtedness, or the retention thereof by any of the Companies of any money deposited with them for the payment of or on account of the principal of or interest on the Subordinated Indebtedness.

7. Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a Company which is owed Subordinated Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements and the Other Lender Provided Financial Service Products.

8. Rights of Subrogation. Each Company agrees that no payment or distribution to the Administrative Agent or the Lenders pursuant to the provisions of this Agreement shall entitle it to exercise any rights of subrogation in respect thereof until Payment In Full.

“This instrument is subject to the terms of an Amended and Restated Intercompany Subordination Agreement dated as of April 12, 2011, in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders referred to therein, which Intercompany Subordination Agreement is incorporated herein by reference. Notwithstanding any contrary statement contained in the within instrument, no payment on account of the principal thereof or interest

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thereon shall become due or payable except in accordance with the express terms of said Intercompany Subordination Agreement.”

Each Company will further xxxx its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement.

10. Agreement Solely to Define Relative Rights. The purpose of this Agreement is solely to define the relative rights of the Companies, on the one hand, and the Administrative Agent and the Lenders, on the other hand. Nothing contained in this Agreement is intended to or shall impair, as between any of the Companies and their creditors other than the Administrative Agent and the Lenders, the obligation of the Companies to each other to pay the principal of and interest on the Subordinated Indebtedness as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights among the Companies and their creditors other than the Administrative Agent and the Lenders, nor shall anything herein prevent any of the Companies from exercising all remedies otherwise permitted by applicable Law upon default under any agreement pursuant to which the Subordinated Indebtedness is created, subject to the rights, if any, under this Agreement of the Administrative Agent and the Lenders to receive cash, property or securities otherwise payable or deliverable with respect to the Subordinated Indebtedness.

11. No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Subordinated Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Subordinated Indebtedness, other than in accordance with the terms of the Credit Agreement, without the prior written consent of the Required Lenders.

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12. Additional Subsidiaries of the Borrower. The Companies covenant and agree that they shall cause Subsidiaries of the Borrower created or acquired after the date of this Agreement and any other Subsidiaries in each case as required to join this Agreement under the terms of the Credit Agreement, to join in this Agreement and subordinate to the Senior Debt all Subordinated Indebtedness owed to any such Subsidiary by any of the Companies or by any other Subsidiary hereafter created or acquired and joined to this Agreement, such joinder to be effected under the Guarantor Joinder in the form of Exhibit 1.1(G)(1) to the Credit Agreement.

13. Continuing Force and Effect. This Agreement shall continue in force until Payment In Full, it being contemplated that this Agreement be of a continuing nature.

14. Modification, Amendments or Waivers. Any and all agreements amending or changing any provision of this Agreement or the rights of the Administrative Agent or the Lenders hereunder, and any and all waivers or consents to Events of Default or other departures from the due performance of any Company hereunder, shall be made only by written agreement, waiver or consent signed by the Administrative Agent, acting on behalf of all the Lenders, with the written consent of the Required Lenders, any such agreement, waiver or consent made with such written consent being effective to bind all the Lenders.

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such holder of a Note or assignment shall have the benefits of this Agreement to the same extent as if such holder had originally been a Lender under the Credit Agreement.

20. Counterparts. This Agreement may be executed by the different parties hereto on any number of separate counterparts, each of which, when executed and delivered, shall be deemed an original, and all such counterparts shall together constitute one and the same instrument.

-6-

Administrative Agent on behalf of the Lenders at law may not fully compensate the Administrative Agent on behalf of the Lenders for the damages they may suffer in the event of a breach hereof.

24. SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS.

(i) SUBMISSION TO JURISDICTION. EACH COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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25. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

27. Amendment and Restatement; No Novation. This Agreement amends and restates the Existing Subordination Agreement. This Agreement is not intended to constitute, and does not constitute, an interruption, suspension of continuity, discharge of prior duties, termination, novation or satisfaction of the obligations or liabilities represented by the Existing Subordination Agreement. This Agreement is entitled to all of the rights and benefits originally pertaining to the Existing Subordination Agreement and such rights as such rights and benefits may have been amended as provided in the Credit Agreement.

28. Rules of Construction. The rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE - AMENDED AND RESTATED INTERCOMPANY

SUBORDINATION AGREEMENT]

WITNESS the due execution hereof as of the day and year first above written.


BORROWER:

CNX GAS CORPORATION

By:
Name:
Title:

LOAN PARTIES:

CNX GAS COMPANY LLC

By:
Name:
Title:

CARDINAL STATES GATHERING COMPANY

By:		CNX Gas Company LLC, as Partnership Manager

By:
Name:
Title:

XXXX ENERGY, LLC

By:
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED INTERCOMPANY

SUBORDINATION AGREEMENT]


COALFIELD PIPELINE COMPANY

By:
Name:
Title:

MOB CORPORATION

By:
Name:
Title:

[SIGNATURE PAGE - AMENDED AND RESTATED INTERCOMPANY

SUBORDINATION AGREEMENT]


ADMINISTRATIVE AGENT:

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

EXHIBIT 1.1(N)(1)

FORM OF

[AMENDED AND RESTATED]* REVOLVING CREDIT NOTE


$				New York, New York
				April 12, 2011

FOR VALUE RECEIVED, the undersigned, CNX GAS CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of )) (the “Lender”), the lesser of (i) the principal sum of (US$ ), or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of April 12, 2011, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, PNC Bank, National Association, as the administrative agent for the Lenders (the “Administrative Agent”), and Bank of America, N.A., as the syndication agent (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), payable by 1:00 p.m. on the Expiration Date, together with interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement.

Interest on the unpaid principal balance hereof from time to time outstanding from the date hereof will be payable at the times provided for in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, upon written demand by the Required Lenders to the Administrative Agent, the Borrower shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 4.3 of the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered.

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 4th Floor, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds.

This Revolving Credit Note is one of the revolving credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Revolving Credit Note and the Credit Agreement.

*	The bracketed language shall be included in Notes in favor of Lenders that previously received a Note under the Existing Credit Agreement.

This Revolving Credit Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement.

This Revolving Credit Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the State of New York without giving effect to its conflicts of law principles.

All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement.

[THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE REPLACES THE REVOLVING CREDIT NOTE DATED AS OF MAY 7, 2010 PAYABLE BY THE BORROWER IN FAVOR OF THE LENDER (THE “PRIOR NOTE”). THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE PRIOR NOTE.]*

[SIGNATURE PAGE FOLLOWS]

*	The bracketed language shall be included in Notes in favor of Lenders that previously received a Note under the Existing Credit Agreement.

[SIGNATURE PAGE TO REVOLVING CREDIT NOTE]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Revolving Credit Note by its duly authorized officer with the intention that it constitutes a sealed instrument.

EXHIBIT 1.1(N)(2)

FORM OF

AMENDED AND RESTATED SWING LOAN NOTE


$50,000,000				New York, New York
				April 12, 2011

FOR VALUE RECEIVED, the undersigned, CNX GAS CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), on demand, the lesser of the principal sum of FIFTY MILLION U.S. Dollars (U.S. $50,000,000) or the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Borrower pursuant to Section 2.1.2 of the Amended and Restated Credit Agreement, dated as of April 12, 2011, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association as administrative agent for the Lenders (the “Administrative Agent”) (as it may hereafter from time to time be amended, restated, modified or supplemented, the “Credit Agreement”). All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings assigned to such terms in the Credit Agreement.

The Borrower shall pay interest on the unpaid principal balance hereof from the date hereof at the rate per annum provided in Section 4.1.1 of, or as otherwise provided in, the Credit Agreement. Interest shall be due on the dates provided in Section 5 of the Credit Agreement, or as otherwise provided therein. Interest hereon will be payable at the times specified in the Credit Agreement.

After request for payment of any principal hereof or interest hereon shall have been made by the Bank to the Borrower, or upon the occurrence and during the continuation of an Event of Default, such amount shall thereafter bear interest at a rate per annum as set forth in Section 4.3 of the Credit Agreement. Such interest will accrue before and after any judgment has been entered with respect to this Swing Loan Note.

Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 4th Floor, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, in lawful money of the United States of America in immediately available funds.

This Swing Loan Note is a Swing Loan Note referred to in, is subject to the provisions of, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants and conditions contained or granted therein. This Swing Loan Note shall be payable on demand and regardless of whether or not an Event of Default has occurred and is continuing.

Except as otherwise provided in the Credit Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Swing Loan Note and the Credit Agreement.

This Swing Loan Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, that any assignment of this Swing Loan Note by the Borrower or the Bank shall be subject to the provisions of Section 11.8 of the Credit Agreement. All references herein to the “Borrower,” the “Administrative Agent” and the

“Bank” shall be deemed to apply to the Borrower, the Administrative Agent and the Bank, respectively, and their respective successors and assigns.

This Swing Loan Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal law of the State of New York without giving effect to its conflict of laws principles.

THIS AMENDED AND RESTATED SWING LOAN NOTE REPLACES THE AMENDED AND RESTATED SWING LOAN NOTE DATED AS OF MAY 7, 2010 PAYABLE BY THE BORROWER IN FAVOR OF THE BANK (THE “PRIOR NOTE”). THIS AMENDED AND RESTATED SWING LOAN NOTE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE PRIOR NOTE.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO SWING LOAN NOTE]

IN WITNESS WHEREOF, the undersigned has executed this Swing Loan Note by its duly authorized officer with the intention that it constitutes a sealed instrument.


CNX GAS CORPORATION

By:				(SEAL)
Name:
Title:

EXHIBIT 2.5.1

FORM OF

LOAN REQUEST

LOAN REQUEST; RATE REQUEST


TO:		PNC Bank, National Association, as Administrative Agent
		PNC Firstside Center, 4th Floor
		000 Xxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxxx 00000
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000
		Attention: Xxxx Xxxxxx

FROM:		CNX Gas Corporation (the “Borrower”)

RE:		Amended and Restated Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as of April 12, 2011, by and among CNX Gas Corporation, a Delaware corporation, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association (the “Administrative Agent”).

Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.

A.	Pursuant to Section 2.5.1 or 4.1 of the Credit Agreement, the undersigned Borrower irrevocably requests [check one box under 1(a) below and fill in blank space next to the box as appropriate]:


1.(a)	¨	A new Revolving Credit Loan. OR

	¨	Renewal of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on , 20 . OR

	¨	Conversion of the Base Rate Option applicable to an outstanding Revolving Credit Loan originally made on to a Revolving Credit Loan to which the LIBOR Rate Option applies. OR

	¨	Conversion of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan on , to a Revolving Credit Loan to which the Base Rate Option applies.

SUCH NEW, RENEWED OR CONVERTED REVOLVING CREDIT LOAN SHALL BEAR INTEREST:

[Check one box under 1(b) below and fill in blank spaces in line next to box]:


1.(b)(i)	¨	Under the Base Rate Option. Such Loan shall have a Borrowing Date or interest conversion date, as applicable, of , (which date shall be (i) the same Business Day as the Business Day of receipt by the Agent by 11:00 a.m. of this Loan Request for making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) the last day of the preceding Interest Period if a Revolving Credit Loan to which the LIBOR Rate Option applies is being converted to a Revolving Credit Loan to which the Base Rate Option applies).

		OR

(ii)	¨	Under the LIBOR Rate Option. Such Loan shall have a Borrowing Date or interest conversion date, as applicable, of (which date shall be no earlier than three (3) Business Days subsequent to the Business Day of receipt by the Agent by 11:00 a.m. of this Loan Request for (i) making a new Revolving Credit Loan to which the LIBOR Rate Option applies or renewing a Revolving Credit Loan to which the LIBOR Rate Option applies, or (ii) converting a Loan to which the Base Rate Option applies to a Revolving Credit Loan to which the LIBOR Rate Option applies).

2.	Such Loan is in the principal amount of U.S. $ or the principal amount to be renewed or converted is U.S. $ .

	[to be in increments of $1,000,000 and not to be less than $5,000,000 for each Borrowing Tranche under the LIBOR Rate Option and to be in increments of $50,000 and not to be less than the lesser of $500,000 and the maximum amount available for Borrowing Tranches to which the Base Rate Option applies]

3.	[Complete blank below if the Borrower is selecting the LIBOR Rate Option]:

	Such Loan shall have an Interest Period of one or two weeks or one, two, three, or six Months. .

As of the date hereof and the date of making of the above-requested Revolving Credit Loan (and after giving effect thereto): the Loan Parties have performed and complied with all covenants and conditions of the Credit Agreement; all of the Loan Parties’ representations and warranties contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default has occurred and is continuing; and the making of such Loan shall not contravene any Law applicable to the Loan Parties or any Lender.

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C.	The undersigned hereby irrevocably requests [check one line under 1.(a) below and fill in blank space next to the line as appropriate]:


		1.(a)		Funds to be deposited into PNC Bank account per our current standing instructions. Complete amount of deposit if not full loan advance amount: $ .

		OR
				Funds to be wired per the following wire instructions:
				$ Amount of Wire Transfer
				Bank Name:
				ABA:
				Account Number:
				Account Name:
				Reference:

		OR

				Funds to be wired per the attached Funds Flow (multiple wire transfers).

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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[SIGNATURE PAGE TO LOAN REQUEST]

The undersigned certifies to the Administrative Agent as to the accuracy of the foregoing.


						CNX GAS CORPORATION

Date: , 20						By:
						Name:
						Title:

EXHIBIT 2.5.2

FORM OF

SWING LOAN REQUEST


TO:		PNC Bank, National Association, as Administrative Agent
		PNC Firstside Center, 4th Floor
		000 Xxxxx Xxxxxx
		Xxxxxxxxxx, Xxxxxxxxxxxx 00000
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000
		Attention: Xxxx Xxxxxx

FROM:		CNX Gas Corporation , a Delaware corporation (the “Borrower”)

RE:		Amended and Restated Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as April 12, 2011, by and among CNX Gas Corporation, a Delaware corporation, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association (the “Administrative Agent”).

Capitalized terms not otherwise defined herein shall have the respective meanings given to them by the Credit Agreement.

Pursuant to Section 2.5.2 of the Credit Agreement, the Borrower hereby makes the following Swing Loan Request:


1.	Aggregate Principal Amount of such Swing Loan [may not be less than $100,000 and must be an integral multiple of $50,000]	U.S. $

2.	Proposed Borrowing Date [which date shall be on or after the date on which the Administrative Agent receives this Swing Loan Request, with such Swing Loan Request to be received no later than 2:00p.m. Eastern Time on the Borrowing Date]	_________

3.	As of the date hereof and the date of making of the above-requested Swing Loan (and after giving effect thereto): the Loan Parties have performed and complied with all covenants and conditions of the Credit Agreement; all of the Loan Parties’ representations and warranties contained in Section 6 of the Credit Agreement and the other Loan Documents are true and correct (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default has occurred and is continuing; and the making of such Loan shall not contravene any Law applicable to the Loan Parties or any Lender.

[SIGNATURE PAGE FOLLOWS]

The Borrower certifies to the Administrative Agent for the benefit of the Lenders as to the accuracy of the foregoing on , 20 .


CNX GAS CORPORATION

By:
Name:
Title:

[SIGNATURE PAGE 1 OF 1 TO SWING LOAN REQUEST]

EXHIBIT 8.3.4

FORM OF

QUARTERLY COMPLIANCE CERTIFICATE

, 20

PNC Bank, National Association, as Administrative Agent

One PNC Plaza

000 Xxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000

Ladies and Gentlemen:

I refer to the Amended and Restated Credit Agreement dated as of April 12, 2011 (as hereafter modified, amended, supplemented or restated from time to time, the “Credit Agreement”) among CNX GAS CORPORATION (the “Borrower”), the Guarantors set forth therein, the Lenders set forth therein, PNC Bank, National Association, as the administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the syndication agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. References herein to Sections of the Credit Agreement are qualified, in their entirety, by the applicable provisions of the Section of the Credit Agreement so referred to and together with all related provisions and definitions referred to in such Section or incorporated therein.

I, , the and the Authorized Financial Officer of , do hereby certify on behalf of the Loan Parties as of the [quarter / year ended] , 20 (the “Report Date”), as follows:

1. Leverage Ratio (Section 8.2.17). The ratio of (a) Financial Covenant Debt to (b) Consolidated EBITDA is to 1.0 (insert ratio from Item 1(c), below) as of the Report Date, which is not more than the permitted ratio of 3.5 to 1.0.

A. Financial Covenant Debt (determined as of the end of the fiscal quarter of the Borrower ending as of the Report Date) for the Loan Parties is determined as the difference of amount (A) minus amount (B) reduced by amount (C) determined below, as follows:


(i)	all indebtedness for borrowed money	$

(ii)	all obligations evidenced by notes, bonds, debentures or similar instruments or that bear interest	$

(iii)	all reimbursement and other obligations with respect to letters of credit and bankers’ acceptances, whether or not matured	$


(iv)	all indebtedness for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices that are not overdue for more than 90 days unless contested in good faith and by appropriate proceedings if adequate reserves in accordance with GAAP have been established and accrued expenses incurred in the ordinary course of business)	$

(v)	all indebtedness created or arising under any conditional sale and other title retention agreements with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property)	$

(vi)	all obligations under capital leases (other than advance royalties under a mineral lease)	$

(vii)	all obligations to purchase, redeem, retire, defease or otherwise acquire for value any capital stock, other equity interest, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends	$

(viii)	all obligations for borrowed money or having the commercial effect of a borrowing of money (specifically including all surety and performance bonds for borrowed money) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Liens of the type described in clauses (iii) and (vi) of the definition of Permitted Liens and nonconsensual statutory or common law Liens) upon or in property (including accounts and general intangibles) owned by any Loan Party, even though such Loan Party has not assumed or become liable for the payment of such obligations, but only to the extent of the fair market value of such property	$

(ix)	the sum (without duplication) of items (i) through (viii) (but excluding CONSOL Loans) equals amount (A)	$

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(x)	the net xxxx-to-market value determined in accordance with GAAP of the Loan Parties’ obligations and liabilities that are due and payable arising in connection with or as a result of early or premature termination of Hedge Agreements (whether or not occurring as a result of a default thereunder) equals amount (B)	$

(xi)	Cash On Hand equals amount (C)	$

(xii)	the difference of amount (A) _______ (from item (viii) above) plus amount (B) ______ (from item (x) above) reduced by amount (C) ______ (from item (xi) above) equals Financial Covenant Debt	$

B. Consolidated EBITDA of the Loan Parties as of the end of each fiscal quarter of the Borrower ending as of the Report Date for the four fiscal quarters then ended, determined and consolidated in accordance with GAAP:⁵


(i)	Consolidated Net Income (or loss)	$

(ii)	non-cash compensation expenses related to common stock and other equity securities issued to employees	$

(iii)	extraordinary gains and losses	$

(iv)	gains or losses on discontinued operations	$

(v)	equity earnings or losses of Affiliates (other than Loan Parties)	$

(vi)	item (i) minus the sum of items (ii) through (v) equals adjusted Consolidated Net Income	$

(vii)	interest expense (net of interest income) (to the extent included in determining item (i) above)	$

(viii)	income tax expense (to the extent included in determining item (i) above)	$

(ix)	depreciation of property, plant, equipment and intangibles (to the extent included in determining item (i) above)	$

(x)	depletion of property, plant, equipment and intangibles (to the extent included in determining item (i) above)	$

⁵	With respect to any period during which Material Acquisition/Disposition by the Loan Parties has occurred, Consolidated EBITDA shall be calculated as if such Material Acquisition/Disposition had been consummated at the beginning of such period.

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	(xi)	amortization of property, plant, equipment and intangibles (to the extent included in determining item (i) above)	$

	(xii)	non-cash debt extinguishment costs (to the extent included in determining item (i) above)	$

	(xiii)	non-cash charges due to cumulative effects of changes in accounting principles (to the extent included in determining item (i) above)	$

	(xiv)	cash dividends or distributions received from Affiliates (to the extent not included in determining item (i) above)	$

	(xv)	any non-cash losses or charges on any Hedge Agreement (to the extent deducted in determining item (i) above)	$

	(xvi)	losses from sales or other disposition of assets (other than Hydrocarbons produced in the normal course of business) (to the extent deducted in determining item (i) above)	$

	(xvii)	any non-cash gains on any Hedge Agreement (to the extent included in determining item (i) above)	$

	(xviii)	gains from sales or other disposition of assets (other than Hydrocarbons produced in the normal course of business) (to the extent included in determining item (i) above)	$

	(xix)	the sum of items (vi) through (xvi), inclusive, minus items (xvii) and (xviii) equals Consolidated EBITDA	$

C. Item 1(A)(xii) divided by Item 1(B)(xix) equals the Leverage Ratio to 1.0

2. Minimum Interest Coverage Ratio. (Section 8.2.18) The ratio of (A) Consolidated EBITDA to (B) Consolidated Cash Interest Expense of the Loan Parties is to 1.0 (insert from Item 2(c) below) as of the Report Date for the four fiscal quarters then ended, which is not less than the permitted ratio of 3.0 to 1.0.

A. Calculation of amount (A) - Consolidated EBITDA (insert B. from item 1(B)(xix) above):			$

B. Calculation of amount (B) - Consolidated Cash Interest Expense of the Loan Parties as of the Report Date determined and consolidated in accordance with GAAP as follows:

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(i)	interest expense (in each case required in accordance with the terms of the note, instrument or other agreement applicable thereto to be payable in cash, other than to the extent the borrower thereunder has elected to pay such interest in kind and excluding interest expense associated with the CONSOL Loans)	$

C.	Item 2(a) divided by Item 2(b)(i) equals the Interest Coverage Ratio	to 1.0

3. Limitations on Loans, and Investments (Section 8.2.4(f)). As of the Report Date, the aggregate amount of Investments made by the Loan Parties after the Closing Date in all Persons (other than the Loan Parties), other than those described in clauses (a) through (e) and (g) through (i) of Section 8.2.4 of the Credit Agreement in the form of cash, non-cash assets, unpaid loans or advances from the Loan Parties that equals $ ⁶ in the aggregate at such time, which amount, plus $ (without duplication, the amount of Guaranties permitted pursuant to Section 8.2.3(e) of the Credit Agreement at such time) does not exceed $150,000,000.

4. Limitations on Guaranties (Section 8.2.3(e)). As of the Report Date, the aggregate amount of Guaranties by any Loan Party (permitted pursuant to Section 8.2.3(e) of the Credit Agreement), other than those described in clauses (a) through (d) and (f) of Section 8.2.3 of the Credit Agreement, for outstanding obligations (whether contingent or otherwise) equals $ ⁷, at such time, which amount, plus $ (without duplication, the amount of Investments permitted pursuant to Section 8.2.4(f) of the Credit Agreement at such time, as set forth in item 4 above), does not exceed $150,000,000.

[Complete the following sections 5 and 6 only for Compliance Certificates submitted at the end of the fiscal year.]

5. Limitations on Indebtedness (Section 8.2.1(c) and (f)).

A. As of the Report Date, the aggregate amount of Indebtedness secured by a Lien permitted by clause (viii) of the definition of Permitted Liens is $ ⁸, which amount does not exceed $100,000,000 at any time as permitted pursuant to Section 8.2.1(c) of the Credit Agreement.

⁶

For purposes of calculating the outstanding aggregate amount of such Investments, including Guaranties described in clause (e) of Section 8.2.3 of the Credit Agreement, such aggregate amount shall be reduced by the aggregate amount of any quantifiable rebate, dividend, return, or other financial benefit received by such Loan Party with respect to such Investments and Guaranties for the period from the Closing Date through and including the date of determination.

⁷

For purposes of calculating the outstanding aggregate amount of such Guaranties and Investments, such aggregate amount shall be reduced by the aggregate amount of any quantifiable rebate, dividend, return, or other financial benefit received by such Loan Party with respect to such Investments and Guaranties for the period from the Closing Date through and including the date of determination.

⁸	Excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P).

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B. As of the Report Date, the aggregate amount of Indebtedness secured by a Permitted Acquisition Lien is $ , which amount does not exceed $25,000,000 at any time as permitted pursuant to Section 8.2.1(f) of the Credit Agreement.

6. Limitations on Dispositions of Assets (Section 8.2.7(e)). As of the Report Date, the fair market value of all assets Disposed of pursuant to Section 8.2.7(e) of the Credit Agreement equals $ for the fiscal year ended as of the Report Date, which amount shall not exceed $50,000,000 in any given fiscal year (including any options or rights of first refusal granted during such fiscal year if such option or right of first refusal is not cancelled, expired or otherwise terminated in the same fiscal year in which it is granted).

7. [Insert if Applicable: Except as certified to the Administrative Agent and the Lenders pursuant to Section 8.3.5 of the Credit Agreement,] The representations and warranties of the Borrower contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct on and as of this date with the same effect as though such representations and warranties have been made on and as of the date hereof (except representations and warranties that expressly relate solely to an earlier date or time).

8. [Insert if Applicable: Except as certified to the Administrative Agent and the Lenders pursuant to Section 8.3.5 of the Credit Agreement,] No Event of Default or Potential Default exists and is continuing as of the date hereof.

9. Set forth on Exhibit A attached hereto is a description of each Hedge Agreement to which any Loan Party is a party, all of which are Permitted Hedge Agreements.

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IN WITNESS WHEREOF, the undersigned has executed this Certificate this day of , 20 .


By:
Name:
Title:

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EXHIBIT A

HEDGE AGREEMENTS

Xxxx X. Xxxxxx