PARENT GUARANTEEParent Guarantee • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Delaware
THIS GUARANTEE (this “Guarantee”) is made and entered into this 14th day of March, 2010, by and among CONSOL Energy Inc., a corporation organized under the Laws of the State of Delaware (the “Guarantor”), and Dominion Resources, Inc., a corporation organized under the Laws of the Commonwealth of Virginia, Dominion Transmission, Inc., a corporation organized under the Laws of the State of Delaware, and Dominion Energy, Inc., a corporation organized under the Laws of the Commonwealth of Virginia (collectively, the “Sellers”). Guarantor, on the one hand, and Sellers, on the other hand, are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Guarantee shall have the meanings ascribed to them in the PSA (as defined below).
FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND WAIVERReceivables Purchase Agreement • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • New York
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND WAIVER (this “Amendment”), dated as of March 12, 2010, 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 Sub-Servicers listed on the signature pages hereto, 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
THIS SECOND AMENDMENT, dated as of March 12, 2010 (this “Amendment”), to AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2007, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of October 24, 2008 (as may be further amended, restated, modified or supplemented, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement) is made by and among CONSOL Energy Inc. (the “Borrower”), on behalf of the Loan Parties, the Required Lenders, PNC Bank, National Association and Citicorp North America, Inc., as co-administrative agents and PNC Bank, National Association, as paying agent (the “Paying Agent”).
THIRD AMENDMENT TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • New York
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of March 12, 2010, is entered into among CNX MARINE TERMINALS INC., CONSOL ENERGY INC. (“CONSOL Energy”), CONSOL ENERGY SALES COMPANY, CONSOL OF KENTUCKY INC., CONSOL PENNSYLVANIA COAL COMPANY LLC, CONSOLIDATION COAL COMPANY, EIGHTY-FOUR MINING COMPANY, FOLA COAL COMPANY, L.L.C., ISLAND CREEK COAL COMPANY, KEYSTONE COAL MINING CORPORATION, LITTLE EAGLE COAL COMPANY, L.L.C., MCELROY COAL COMPANY, MON RIVER TOWING, INC., TERRY EAGLE COAL COMPANY, L.L.C. and TWIN RIVERS TOWING COMPANY (each, an “Originator” and collectively the “Originators”) and CNX FUNDING CORPORATION (the “Company”).
FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 16th, 2010 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2009, 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 Sub-Servicers listed on the signature pages hereto, 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”).
