PLEDGE AGREEMENTPledge Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 27, 2007 (as amended, restated, supplemented or modified from time to time, the “Agreement”), is given, made and entered into by each of the undersigned pledgors listed on the signature pages hereto and each of the other persons and entities that become bound hereby from time to time by joinder, assumption, or otherwise (each, a “Pledgor” and collectively, the “Pledgors”), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as collateral trustee (the “Collateral Trustee”) for the equal and ratable benefit of the Secured Parties (as defined below) pursuant to the Collateral Trust Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 9, 2007, is entered into among CNX FUNDING CORPORATION, (the “Seller”), CONSOL ENERGY INC. (“CONSOL Energy”), as the initial Servicer (in such capacity, the “Servicer”), the Conduit Purchasers listed on the signature pages hereto, the Purchaser Agents listed on the signature pages hereto, the LC Participants listed on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the “Administrator”) and as LC Bank (in such capacity, the “LC Bank”).
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF APRIL 30, 2007 BY AND AMONG CNX FUNDING CORPORATION as Seller AND CONSOL ENERGY INC. as initial Servicer AND CONSOL ENERGY SALES COMPANY, CONSOL OF KENTUCKY INC., CONSOL PENNSYLVANIA COAL...Receivables Purchase Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, CONSOL Energy, or any Originator shall take any corporate or organizational action to authorize any of the actions set forth above in this paragraph;
SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of November 16, 2007, is entered into among CONSOL ENERGY INC. (“CONSOL Energy”), CONSOL ENERGY SALES COMPANY, CONSOL OF KENTUCKY INC., CONSOL PENNSYLVANIA COAL COMPANY LLC, CONSOLIDATION COAL COMPANY, ISLAND CREEK COAL COMPANY, MCELROY COAL COMPANY, KEYSTONE COAL MINING CORPORATION, EIGHTY-FOUR MINING COMPANY and CNX MARINE TERMINALS INC. (each an “Existing Originator” and collectively the “Existing Originators”), FOLA COAL COMPANY, L.L.C., LITTLE EAGLE COAL COMPANY, L.L.C., MON RIVER TOWING, INC., TERRY EAGLE COAL COMPANY, L.L.C., TRI-RIVER FLEETING HARBOR SERVICE, INC., and TWIN RIVERS TOWING COMPANY (each, a “New Originator” and collectively the “New Originators”; the Existing Originators and the New Originators, each an “Originator” and collectively, the “Originators”), WINDSOR COAL COMPANY (“Windsor” or the “Released Originator”) and CNX FUNDING CORPORATION (the “Company”).
SECURITY AGREEMENTSecurity Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
commodity contracts carried in the Account, except that the Commodity Intermediary will retain its prior lien on commodity contracts in the Account to secure payment for commodity contracts purchased for the Account and normal commissions and fees for the Account.
FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of April 30, 2007, is entered into among CONSOL ENERGY INC. (“CONSOL ENERGY”), CONSOL ENERGY SALES COMPANY, CONSOL OF KENTUCKY INC., CONSOL PENNSYLVANIA COAL COMPANY, CONSOLIDATION COAL COMPANY, ISLAND CREEK COAL COMPANY, WINDSOR COAL COMPANY, MCELROY COAL COMPANY, KEYSTONE COAL MINING CORPORATION, EIGHTY-FOUR MINING COMPANY and CNX MARINE TERMINALS INC. (each an “Originator” and collectively the “Originators”) and CNX FUNDING CORPORATION (the “Company”).
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT by and among CONSOL ENERGY INC. And Its Designated Subsidiaries and WILMINGTON TRUST COMPANY, as Corporate Trustee and DAVID A. VANASKEY, as Individual Trustee Dated as of June 27, 2007Collateral Trust Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT (“Agreement”) dated as of June 27, 2007, by and among CONSOL Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower which have joined this Agreement (the “Designated Subsidiaries”, collectively with the Borrower, the “Loan Parties”), Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as corporate trustee (together with any successor corporate trustee appointed pursuant to Section 5, the “Corporate Trustee”), and David A. Vanaskey, an individual residing in the State of Delaware, not in his individual capacity but solely as individual trustee (together with any successor individual trustee appointed pursuant to Section 5, the “Individual Trustee”; the Corporate Trustee and the Individual Trustee are each a “Collateral Trustee” and together the “Collateral Trustees”), as trustees for the Secured Parties.
CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIPContinuing Agreement of Guaranty and Suretyship • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
This Continuing Agreement of Guaranty and Suretyship (this “Guaranty”), dated as of this 30th day of June, 2004, is jointly and severally given by each of the UNDERSIGNED and each of the other Persons which become Guarantors hereunder from time to time (each a “Guarantor” and collectively the “Guarantors”) in favor of PNC BANK, NATIONAL ASSOCIATION, as paying agent for the Lenders (the “Paying Agent”), in connection with that certain Credit Agreement, dated as of the date hereof, by and among, CONSOL Energy Inc., a Delaware corporation (the “Borrower”), the Guarantors now or hereafter party thereto, Citibank North America, Inc. and PNC Bank, National Association in their capacity as co-administrative agents, LaSalle Bank National Association, Société Générale, New York Branch and SunTrust Bank, each in its capacity as a co-documentation agent, and the Lenders now or hereafter party thereto (the “Lenders”) (as amended, restated, modified, or supplemented from time to time hereafter, the
CONSOL ENERGY INC. SUPPLEMENTAL INDENTURE NO. 10Supplemental Indenture • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS SUPPLEMENTAL INDENTURE NO. 10, dated as of November 12, 2007 (this “Supplemental Indenture No. 10”), by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), the Guarantors listed on Schedule I hereto and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 19th, 2008 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of November 16, 2007, is entered into among CNX FUNDING CORPORATION, (the “Seller”), CONSOL ENERGY INC. (“CONSOL Energy”), as the initial Servicer (in such capacity, the “Servicer”), the various new sub-servicers listed on the signature pages hereto (the “New Sub-Servicers”), the Conduit Purchasers listed on the signature pages hereto, the Purchaser Agents listed on the signature pages hereto, the LC Participants listed on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the “Administrator”) and as LC Bank (in such capacity, the “LC Bank”).
