CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 17th, 2009 • CNX Gas CORP • Crude petroleum & natural gas • Pennsylvania
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of December 30, 2008 (the “Effective Date”), is made by and among CNX Gas Corporation, 5 Penn Center, West, Suite 401, Pittsburgh, Pennsylvania, 15276, a Delaware corporation (the “Company”), CONSOL Energy, Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania, 15317, a Delaware corporation (“CONSOL”), and (the “Executive”).
CNX GAS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2009 • CNX Gas Corp • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 (the “Effective Date”), by and between CNX Gas Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2005 • CNX Gas CORP • Crude petroleum & natural gas • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of August 1, 2005, by and among the Company, CEI and FBR in connection with the purchase and sale or placement of an aggregate of 24,292,754 shares of the Company’s common stock (plus an additional 3,643,913 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, CEI and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
Asset Purchase Agreement between Cyprus Creek Land Resources, LLC Buyer and CNX Gas Company LLC Seller Dated as of April 1, 2007Asset Purchase Agreement • July 31st, 2007 • CNX Gas CORP • Crude petroleum & natural gas • Indiana
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into on June 20, 2007, but effective as of April 1, 2007, between Cyprus Creek Land Resources, LLC (“Central” or “Buyer”), a Delaware limited liability company, whose principal place of business is located at 701 Market Street, St. Louis, Missouri 63101, and CNX Gas Company LLC (“Seller”), a Virginia limited liability company whose principal place of business is located at 5 Penn Center West, Suite 401, Pittsburgh, Pennsylvania 15276.
CNX GAS CORPORATION 24,292,754 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT August 1, 2005Purchase/Placement Agreement • September 29th, 2005 • CNX Gas CORP • Crude petroleum & natural gas • New York
COLLATERAL TRUST AGREEMENT by and among CNX GAS CORPORATION and ITS DESIGNATED SUBSIDIARIES and WILMINGTON TRUST COMPANY, as Corporate Trustee and DAVID A. VANASKEY, as Individual Trustee Dated as of May 7, 2010Collateral Trust Agreement • May 13th, 2010 • CNX Gas Corp • Crude petroleum & natural gas • New York
COLLATERAL TRUST AGREEMENT (“Agreement”) dated as of May 7, 2010, by and among CNX Gas Corporation, 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 (as defined below).
AMENDMENT NO. 1 TO THE MASTER COOPERATION AND SAFETY AGREEMENTMaster Cooperation and Safety Agreement • June 2nd, 2008 • CNX Gas CORP • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO THE MASTER COOPERATION AND SAFETY AGREEMENT (the “Amendment No. 1”), dated as of May 30, 2008, amends in certain respects the agreement of the Parties in that certain MASTER COOPERATION AND SAFETY AGREEMENT (the “Agreement”) dated as of August 1, 2005 by and among (a) CONSOL Energy Inc., a Delaware corporation, with its principal place of business at 1800 Washington Road, Pittsburgh, PA 15241(“CEI”) and each CEI Subsidiary (as defined in the Agreement) (together with CEI, collectively, the “Coal Parties”), and (b) CNX Gas Corporation, a Delaware corporation, with its principal place of business at 5 Penn Center West, Suite 401, Pittsburgh, PA 15276 (“CNX”) and each CNX Subsidiary (as defined in the Agreement) (together with CNX, collectively, the “Gas Parties”). Capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement unless the context clearly indicates otherwise.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 29th, 2005 • CNX Gas CORP • Crude petroleum & natural gas • Pennsylvania
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of September , 2005 (the “Effective Date”), is made between CNX Gas Corporation, 1800 Washington Road, Pittsburgh, Pennsylvania 15241, a Delaware corporation (the “Company”), CONSOL Energy, Inc., 1800 Washington Road, Pittsburgh, Pennsylvania 15241, a Delaware corporation (“CONSOL”), and Ronald E. Smith (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • May 13th, 2010 • CNX Gas Corp • Crude petroleum & natural gas • New York
PLEDGE AGREEMENTPledge Agreement • May 13th, 2010 • CNX Gas Corp • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT, dated as of May 7, 2010 (this “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).
CONSOL ENERGY INC. SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • October 27th, 2005 • CNX Gas CORP • Crude petroleum & natural gas • New York
THIS SUPPLEMENTAL INDENTURE NO. 5, dated as of October 21, 2005 (this “Supplemental Indenture No. 5”), 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”).
FIRM LATERAL TRANSPORTATION AGREEMENT (For Use Under Rate Schedule FT-L)Transportation Agreement • August 2nd, 2006 • CNX Gas CORP • Crude petroleum & natural gas
THIS AGREEMENT is made, entered into and effective as of this 27th day of April, 2006, by and between East Tennessee Natural Gas, LLC, a Tennessee limited liability company hereinafter referred to as “Transporter”, and CNX Gas Company, LLC, a Virginia limited liability Company, hereinafter referred to as “Shipper”. Transporter and Shipper shall be referred to herein individually as “Party” and collectively as “Parties.”
AGREEMENT OF SALEAgreement of Sale • July 31st, 2007 • CNX Gas CORP • Crude petroleum & natural gas • Pennsylvania
THIS AGREEMENT OF SALE (the “Agreement”) is made by and between CNX GAS COMPANY LLC, a Virginia limited liability company with an address of 5 Penn Center West, Suite 401, Pittsburgh, PA 15276-0102 (“Purchaser”), and CONSOLIDATION COAL COMPANY, a Delaware corporation with an address of 1800 Washington Road, Pittsburgh, PA 15241 (“Seller”).
TRANSFER AGREEMENTTransfer Agreement • April 27th, 2007 • CNX Gas CORP • Crude petroleum & natural gas
This Agreement Regarding Change of Position (“Agreement”) is made as of January 24, 2007 between Gary J. Bench (“Employee”) and CNX Gas Corporation., a Delaware corporation (the “Company”).
PRECEDENT AGREEMENTPrecedent Agreement • December 19th, 2005 • CNX Gas CORP • Crude petroleum & natural gas • Tennessee
This PRECEDENT AGREEMENT (“Precedent Agreement”) is made and entered into this 29th day of July, 2005, by and between East Tennessee Natural Gas, LLC, a Delaware limited liability company (“ETNG” or “Pipeline”), and CNX Gas Company LLC, a Virginia limited liability company (“Customer”). Pipeline and Customer are sometimes referred to herein individually as a (“Party”), or collectively as the (“Parties”).
FIRM TRANSPORTATION AGREEMENT (For Use Under Rate Schedules FT-A and FT-GS)Transportation Agreement • August 2nd, 2006 • CNX Gas CORP • Crude petroleum & natural gas
THIS AGREEMENT is made, entered into and effective as of this 27th day of April, 2006, by and between East Tennessee Natural Gas, LLC, a Tennessee limited liability company hereinafter referred to as “Transporter”, and CNX Gas Company, LLC, a Virginia limited liability company, hereinafter referred to as “Shipper”. Transporter and Shipper shall be referred to herein individually as “Party” and collectively as “Parties.”
Asset Purchase Agreement AMONG CNX Gas Company LLC Buyer and American Land Holdings of Indiana, LLC; Beaver Dam Coal Company; Black Beauty Coal Company, LLC; Caballo Coal Company; Central States Coal Reserves of Indiana, LLC; Coal Reserve Holding...Asset Purchase Agreement • July 31st, 2007 • CNX Gas CORP • Crude petroleum & natural gas • Indiana
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into on June 20, 2007, but effective as of April 1, 2007, among American Land Holdings of Indiana, LLC, a Delaware limited liability company, Beaver Dam Coal Company, a Delaware corporation, Black Beauty Coal Company, LLC, a Delaware limited liability company, Caballo Coal Company, a Delaware corporation, Central States Coal Reserves of Indiana, LLC, a Delaware limited liability company, Coal Reserve Holding Limited Liability Company #1, a Delaware limited liability company, Hayden Gulch Terminal, Inc., a Delaware corporation, Midwest Coal Reserves of Indiana, LLC, a Delaware limited liability company, Peabody Coal Company, LLC, a Delaware limited liability company, Peabody Development Company, LLC, a Delaware limited liability company, Peabody Natural Gas, LLC, a Delaware limited liability company, and Peabody Natural Resources Company, a Delaware general partnership (collectively, the “Peabody Subs” or “Seller”), each wi
Asset Exchange Agreement Among CNX Gas Company LLC and American Land Holdings of Indiana, LLC; Arclar Company, LLC; Black Beauty Coal Company, LLC; Central States Coal Reserves of Illinois, LLC; Central States Coal Reserves of Indiana, LLC; Central...Asset Exchange Agreement • July 31st, 2007 • CNX Gas CORP • Crude petroleum & natural gas • Kentucky
THIS ASSET EXCHANGE AGREEMENT (“Agreement”) is made and entered into on June 20, 2007, but effective as of April 1, 2007, among American Land Holdings of Indiana, LLC, Arclar Company, LLC, Black Beauty Coal Company, LLC, Central States Coal Reserves of Illinois, LLC, Central States Coal Reserves of Indiana, LLC, Coal Reserve Holding Limited Liability Company #2, Cyprus Creek Land Resources, LLC, HCR Holdings, LLC, Independence Material Handling, LLC, Martinka Coal Company, LLC, Midwest Coal Reserves of Illinois, LLC, Midwest Coal Reserves of Indiana, LLC, Peabody Coal Company, LLC, Peabody Development Company, LLC, Randolph Land Holding Company, LLC, each a Delaware limited liability company (collectively, the “Peabody Oil and Gas Subs”), Central States Coal Reserves of Kentucky, LLC and Eastern Associated Coal, LLC, each a Delaware limited liability company (together, the “Peabody Coal Subs”, and together with the Peabody Oil and Gas Subs, “Peabody”), each with their principal place o
700,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among CNX GAS CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent and BANK OF AMERICA,...Credit Agreement • May 13th, 2010 • CNX Gas Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of May 7, 2010 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”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 5th, 2008 • CNX Gas CORP • Crude petroleum & natural gas • Delaware
This Separation Agreement and General Release (“Agreement”) is made as of April 30, 2008 between Mark D. Gibbons (“Employee”) and CNX Gas Corporation, a Delaware corporation (together with its subsidiaries, the “Company”).
