Common use of LIST OF SCHEDULES AND EXHIBITS Clause in Contracts

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 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).

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 2.9.1 1.1(Q)(1) - EXISTING LETTERS OF CREDIT QUALIFIED ACCOUNTS SCHEDULE 5.1.3 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 1.1(R) - REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.14 - CONSENTS AND APPROVALS INSURANCE SCHEDULE 5.1.15 6.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS ERISA DISCLOSURES SCHEDULE 5.1.24 6.1.16 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(D) - DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.9.7(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5December 21, 2008 2012 and is made by and among PVR XXXXX LLCXXXXXXXXX ENERGY, INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and STIFEL BANK OF AMERICA& TRUST, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication agent for the Lenders under this Agreement, 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”).. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(Q)(1) - EXISTING QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 6.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(I)(3) - MORTGAGE INTERCREDITOR AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) 7.1.4 - OPINION OF COUNSEL EXHIBIT 6.1.4(B) 7.1.16 - OPINION OF IN-HOUSE COUNSEL LANDLORD’S WAIVER EXHIBIT 7.2.6 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 515, 2008 2005, and is made by and among PVR XXXXX LLCKOPPERS INC., a Delaware limited liability company Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS BANKS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”)) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 2.15 - NON-EXTENDING REVOLVING CREDIT COMMITMENTS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.7 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.15 6.1.8 - PATENTS TRADEMARKS AND COPYRIGHTS TITLE TO PROPERTY SCHEDULE 5.1.24 6.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.21 - EMPLOYMENT MATTERS SCHEDULE 6.1.22 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 6.1.26 - INSURANCE REQUIREMENTS PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS SCHEDULE 7.1.13 8.2.1 - REAL PROPERTY TO BE MORTGAGED POST CLOSING EXISTING INDEBTEDNESS SCHEDULE 7.2.1 8.2.7 - PERMITTED INDEBTEDNESS RECEIVABLES SALES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(P) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT PRICING GRID EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT DOLLAR SWING LOAN NOTE EXHIBIT 1.1(S)(2) - OPTIONAL CURRENCY SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.4 - LOAN REQUEST EXHIBIT 2.9.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.8.6(A) - COMMITMENT INCREASE AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) EXHIBIT 2.10(B5.8.6(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 6.1.4(A5.8.6(C) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 6.1.4(B5.8.6(D) - OPINION OF IN-HOUSE COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN LENDERS) EXHIBIT 7.2.6 8.3.3 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 11.20(A) - QUARTERLY COMPLIANCE CERTIFICATE BORROWER JOINDER EXHIBIT 11.20(B) - GUARANTOR JOINDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5November 19, 2008 2013 and is made by and among PVR XXXXX LLCTRIUMPH GROUP, INC., a Delaware limited liability company corporation (the “BorrowerTGI”), EACH OF THE the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the LENDERS BANKS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent Administrative Agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the “Administrative Agent”).

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(C) - QUALIFIED ACCOUNTS RECEIVABLE SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 5.1.5 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.15 5.1.10 - PATENTS TRADEMARKS AND COPYRIGHTS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 5.1.14 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY RELATING TO BE MORTGAGED POST CLOSING COLLATERAL SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.1.11 - POST-CLOSING LANDLORD’S WAIVERS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(L) - MORTGAGE LOCKBOX AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4 - SWING LOAN REQUEST LENDER JOINDER EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A2.5.2 - SWING LOAN REQUEST EXHIBIT 6.1.1(i) - COMMITMENT INCREASE AGREEMENT BORROWING BASE CERTIFICATE EXHIBIT 2.10(B6.1.1(xiii) - LENDER JOINDER AND ASSUMPTION AGREEMENT LANDLORD’S WAIVER EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5January 28, 2008 2009 and is made by and among PVR XXXXX LLCUNDER ARMOUR, INC., a Delaware limited liability company Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”)., SUNTRUST BANK, as Syndication Agent, and COMPASS BANK, as Documentation Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

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(C) - QUALIFIED CREDIT CARD RECEIVABLES SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 5.1.1 - EXISTING LETTERS OF CREDIT QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.3 5.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 5.1.16 - LABOR MATTERS SCHEDULE 5.1.17.1 - DDAs SCHEDULE 5.1.17.2 - CREDIT CARD PROCESSORS SCHEDULE 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY RELATING TO BE MORTGAGED POST CLOSING COLLATERAL SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.8 - AFFILIATE TRANSACTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - COLLATERAL ASSIGNMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT BORROWER JOINDER EXHIBIT 1.1(I)(11.1(N)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) 2.10 - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) 7.3.3 - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 7.3.4.1 - QUARTERLY COMPLIANCE SIMPLIFIED BORROWING BASE CERTIFICATE AMENDED AND RESTATED EXHIBIT 7.3.4.2 - BORROWING BASE CERTIFICATE CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 5June 30, 2008 2010 and is made by and among PVR XXXXX LLCDSW INC., a Delaware limited liability company an Ohio corporation (the “BorrowerDSW”), EACH OF THE DSW SHOE WAREHOUSE, INC., a Missouri corporation (“DSW Shoe”, and together with DSW, individually, a "Borrower", and collectively, the “Borrowers”, as hereinafter further defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”").. The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate original principal amount not to exceed $100,000,000, which may be increased in accordance with the terms of Section 2.10 [Increase in Revolving Credit Commitments] hereof and a sub-facility in favor of the Canadian Borrower (defined below) in an aggregate original principal amount not to exceed $10,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS LENDERS; TRANCHE B CREDIT-LINKED DEPOSITS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(R) REAL PROPERTY SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 3.1(b) - CERTIFICATE OF DEPOSIT TERMS AND CONDITIONS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.15 - CONSENTS AND APPROVALS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.15 6.1.18 - PATENTS TRADEMARKS AND COPYRIGHTS PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 5.1.24 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 8.1.16 - INSURANCE REQUIREMENTS ASSETS EXCLUDED FROM LIENS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(D)(1) - DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(2) - TERMINAL INDEMNITY DEED OF TRUST EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT ASSIGNMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 2.5.1 - LOAN REQUEST; RATE REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A7.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.4(B) - OPINION OF IN-HOUSE XXXXXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.2.6 7.1.4(D) - OPINION OF XXXXX XXXXXXX LLP EXHIBIT 7.1.15 - SOLVENCY CERTIFICATE EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5June 30, 2008 2004 and is made by and among PVR XXXXX LLCCONSOL ENERGY INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and LASALLE BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH and SUNTRUST BANK, each in its capacity as a co-documentation agent, BRANCH BANKING AND TRUST COMPANYand CITICORP NORTH AMERICA, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, INC. and PNC BANK, NATIONAL ASSOCIATION, in its their capacity as co-administrative agent agents for the Lenders under this Agreement (hereinafter referred to in such capacity as collectively, the “AgentCo-Administrative Agents”).

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 2.9.1 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.11 - CONSENTS 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 APPROVALS ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 5.1.15 7.1.1(p) - PATENTS TRADEMARKS AND COPYRIGHTS LIEN SEARCHES SCHEDULE 5.1.24 8.1.17 - ENVIRONMENTAL EXCLUDED ASSETS SCHEDULE 8.1.18 - POST-CLOSING MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 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) - PARENT CONSOL GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(I)(3) - MORTGAGE INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5April 12, 2008 2011 and is made by and among PVR XXXXX LLCCNX GAS CORPORATION, a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NAN.A., BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication 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”).

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 2.9.1 1.1(R) - REAL PROPERTY SCHEDULE 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.4 - NO CONFLICT; MATERIAL AGREEMENTS; CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 6.1.14 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED 8.2.1 EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - CERTIFICATE OF BENEFICIAL OWNERSHIP EXHIBIT 1.1(C) - COLLATERAL ASSIGNMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(M)(1) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(M)(2) - PLEDGE AGREEMENT MORTGAGE AMENDMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.9.7(A) - COMMITMENT INCREASE AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 2.10(B5.9.7(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(A5.9.7(C) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(B5.9.7(D) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5May 21, 2008 2018, and amended as of March 13, 2023, and is made by and among PVR XXXXX LLCHALLADOR ENERGY COMPANY, a Delaware limited liability company Colorado corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”).

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 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 6.1.23 - PATENTS TRADEMARKS AND COPYRIGHTS HEDGING CONTRACT POLICIES SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 6.1.24 - PERMITTED BUSINESS OPPORTUNITIES SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(B) - GUARANTOR LENDER JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - SWING LOAN REQUEST EXHIBIT 2.10(A) 5.5 - COMMITMENT INCREASE AGREEMENT REDUCTION NOTICE EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A7.1.3(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.3(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED PRN 376736/8 - - CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5December 11, 2008 2009, and is made by and among PVR XXXXX LLCNEW JERSEY NATURAL GAS COMPANY, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined)New Jersey corporation, the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA XX XXXXXX XXXXX BANK, N.A., in its capacity as a syndication agent, U.S. BANK NATIONAL ASSOCIATIONASSOCIATION and TORONTO DOMINION (NEW YORK) LLC, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”)Agreement.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES --------- SCHEDULE 1.1(A1.01(B) - PRICING GRID LIST OF BANKS AND COMMITMENTS SCHEDULE 1.1(B1.01(E) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES EXCLUDED ENTITIES SCHEDULE 1.1(P1.01(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.01(P)(2) PERMITTED LIENS SCHEDULE 2.9.1 - 2.09 EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - 6.01(a) ORGANIZATION AND QUALIFICATION SCHEDULE 6.01(c) SUBSIDIARIES SCHEDULE 5.1.13 - 6.01(l) CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS 6.01(q) INSURANCE SCHEDULE 6.01(s) MATERIAL CONTRACTS SCHEDULE 6.01(v) PLANS AND COPYRIGHTS BENEFIT ARRANGEMENTS SCHEDULE 5.1.24 - 6.01(x) ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED 8.02(a)(ii) EXISTING INDEBTEDNESS EXHIBITS -------- EXHIBIT 1.1(A1.01(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.01(G)(1) GUARANTY AND SURETYSHIP AGREEMENT (For NovaCare and Borrowing Subsidiaries) EXHIBIT 1.01(G)(2) GUARANTY AND SURETYSHIP AGREEMENT (For Nonborrower Subsidiaries) EXHIBIT 1.01(P)(1) INTENTIONALLY OMITTED EXHIBIT 1.01(P)(2) INTENTIONALLY OMITTED EXHIBIT 1.01(P)(3) TERMS FOR SUBORDINATED DEBT EXHIBIT 1.01(P)(4) PLEDGE AGREEMENT - GUARANTOR JOINDER STOCK (For NovaCare and Borrowing Subsidiaries) EXHIBIT 1.1(G)(21.01(P)(5) PLEDGE AGREEMENT - GUARANTY STOCK (For Nonborrower Subsidiaries) EXHIBIT 1.01(P)(6) PLEDGE AGREEMENT - PARTNERSHIP INTERESTS EXHIBIT 1.1(G)(31.01(R) - PARENT GUARANTY AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(I)(11.01(S) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT (INTERCOMPANY) EXHIBIT 1.1(M1.01(W) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXAMPLE OF WEIGHTED AVERAGE RATING COMPUTATION EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING 2.05 REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A7.01(d) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - FORM OF OPINION OF BORROWERS' COUNSEL EXHIBIT 6.1.4(B8.01(m)(iii) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).CERTIFICATE

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 2.9.1 2.8 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.12 - TAX AGREEMENTS OR WAIVERS SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 5.1.17 - PATENTS TRADEMARKS AND COPYRIGHTS PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 5.1.18 - INSURANCE POLICIES SCHEDULE 5.1.22 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING DISCLOSURES SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - CONFIRMATION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(21.1(N) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN REVOLVING CREDIT NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) 2.10.1-1 - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) 2.10.1-2 - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) 6.1.4 - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 7.2.7 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5June 7, 2008 1997, as amended and restated through November 10, 2003, and is made by and among PVR XXXXX LLCKEY ENERGY SERVICES, INC., a Delaware limited liability company Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”), PNC CAPITAL MARKETS, INC., and XXXXX FARGO BANK TEXAS, NATIONAL ASSOCIATION, as the Co-Lead Arrangers (the” Co-Lead Arrangers”), and CREDIT LYONNAIS NEW YORK BRANCH, as the Syndication Agent (the “Syndication Agent”), BANK ONE, NA and COMERICA BANK, , as the Co-Documentation Agents (the “Co-Documentation Agents”).

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 2.9.1 - EXISTING LETTERS OF CREDIT 6.1.1 – QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.3 - 6.1.2 – CAPITALIZATION SCHEDULE 6.1.3 – SUBSIDIARIES SCHEDULE 5.1.13 - 6.1.8 – OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 – CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS 6.1.15 – PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 - 6.1.18 – INSURANCE POLICIES SCHEDULE 6.1.20 – MATERIAL CONTRACTS SCHEDULE 6.1.22 – EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.24 – ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS 6.1.28 – EXCLUDED PROPERTY SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING 6.1.29 – PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 7.2.1 - 7.1.19 – EXISTING DEBT SCHEDULE 8.2.1 – PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - – ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - – GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT – GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - – REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - – INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - – MORTGAGE EXHIBIT 1.1(P)(1) – PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(P)(2) - – PLEDGE AGREEMENT EXHIBIT 1.1(P)(3) – PLEDGE AGREEMENT (BORROWER) EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED – REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).NOTE

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 2.9.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 5.1.5 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS CURRENT ORGANIZATIONAL CHART SCHEDULE 5.1.24 6.1.1(iv) - ENVIRONMENTAL MATTERS OPINION OF COUNSEL SCHEDULE 6.1.1(xii) - LANDLORD’S WAIVERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 7.1.10 - REAL PROPERTY TO BE MORTGAGED POST POST-CLOSING LANDLORD’S WAIVERS REQUIREMENTS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(L) - MORTGAGE LOCKBOX AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM LOAN NOTE EXHIBIT 1.1(P)(1) - PLEDGOR JOINDER EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4 - SWING LOAN REQUEST LENDER JOINDER EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A2.5.2 - SWING LOAN REQUEST EXHIBIT 6.1.1(xiii) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE LANDLORD’S WAIVER EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5March 29, 2008 2011 and is made by and among PVR XXXXX LLC, a Delaware limited liability company the BORROWER (the “Borrower”as hereinafter defined), EACH OF THE each of the GUARANTORS (as hereinafter defined), each of the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”), SUNTRUST BANK, as Syndication Agent, and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $300,000,000 and (ii) a $25,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: This Agreement and the documents executed and delivered in connection herewith replace and supersede in their entirety the Credit Agreement by and among the parties dated as of January 28, 2009 and all documents executed and delivered in connection therewith.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E) - EXCLUDED INACTIVE SUBSIDIARIES SCHEDULE 1.1(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(R) - EXISTING ROLLOVER LETTERS OF CREDIT SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - CAPITALIZATION SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.7 - LITIGATION SCHEDULE 5.1.8 - OWNED REAL PROPERTY SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 5.1.16 - PATENTS TRADEMARKS AND COPYRIGHTS INSURANCE POLICIES SCHEDULE 5.1.24 5.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.1.21 - EMPLOYMENT MATTERS SCHEDULE 5.1.22 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING DISCLOSURES SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.3 - EXISTING GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(21.1(G)(2)(A) - GUARANTY AGREEMENT (PARENT) EXHIBIT 1.1(G)(31.1(G)(2)(B) - PARENT GUARANTY AGREEMENT (SUBSIDIARIES) EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 2.4 2.4.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 7.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5April 28, 2008 2009 and is made by and among PVR XXXXX LLCBig Lots Stores, a Delaware limited liability company Inc., an Ohio corporation (the “"Borrower”"), EACH OF THE GUARANTORS each of the Guarantors (as hereinafter defined), the LENDERS Banks (as hereinafter defined), and BANK OF AMERICAPNC Bank, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATIONNational Association, in its capacity as administrative agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity as the “"Administrative Agent”"), Xxxxx Fargo Bank, National Association, in its capacity as syndication agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Syndication Agent"), and U.S. Bank National Association, Branch Banking and Trust Company, Compass Bank and The Huntington National Bank, each in its capacity as a documentation agent for the Banks under this Agreement (hereinafter collectively referred to in such capacity as the "Documentation Agents").

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A1.01(A) - PRICING GRID -- EURO-RATE MARGIN, BASE RATE MARGIN, FACILITY FEE RATE SCHEDULE 1.1(B1.01(B) - -- COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.01(C) - PERMITTED -- EXISTING LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT 5.01(a) -- QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.3 - SUBSIDIARIES 5.01(b) -- OPTIONS ON COMPANY STOCK SCHEDULE 5.1.13 - 5.01(c) -- SUBSIDIARIES; RIGHTS TO PURCHASE SUBSIDIARY SHARES SCHEDULE 5.01(h) -- OWNED AND LEASED REAL PROPERTY SCHEDULE 5.01(l) -- TAX ARRANGEMENTS WITH KMART SCHEDULE 5.01(m) -- CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS 5.01(p) -- INSURANCE POLICIES SCHEDULE 5.1.24 - 5.01(t) -- EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.01(v) -- ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED 7.02(a) -- EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A1.01(A) - -- ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(12.05(a) - GUARANTOR JOINDER -- REVOLVING CREDIT LOAN REQUEST EXHIBIT 1.1(G)(22.05(b) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - -- SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A6.01(e)(i) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION -- OPINIONS OF COUNSEL EXHIBIT 6.1.4(B7.03(c) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION -- COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).AGREEMENT

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A1.01(A) - PRICING GRID EURO-RATE MARGIN/LETTER OF CREDIT FEE, BASE RATE MARGIN, FACILITY FEE RATE SCHEDULE 1.1(B1.01(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.01(C) - PERMITTED EXISTING LIENS SCHEDULE 2.9.1 2.01(b) - EXISTING CARRYOVER REVOLVING CREDIT LOANS SCHEDULE 2.10(l) - CARRYOVER LETTERS OF CREDIT SCHEDULE 5.1.3 6.01(a) - SUBSIDIARIES QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.13 6.01(b) - OPTIONS ON COMPANY STOCK SCHEDULE 6.01(c) - SUBSIDIARIES; RIGHTS TO PURCHASE SUBSIDIARY SHARES SCHEDULE 6.01(h) - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.01(l) - TAX ARRANGEMENTS WITH KMART SCHEDULE 6.01(m) - CONSENTS AND APPROVALS SCHEDULE 5.1.15 6.01(p) - PATENTS TRADEMARKS AND COPYRIGHTS INSURANCE POLICIES SCHEDULE 5.1.24 6.01(t) - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.01(v) - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 8.02(a) - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A1.01(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(12.05(a) - GUARANTOR JOINDER REVOLVING CREDIT LOAN REQUEST EXHIBIT 1.1(G)(22.05(b) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 3.01 - BID LOAN REQUEST EXHIBIT 2.10(A3.02 - FORM OF DESIGNATION AGREEMENT EXHIBIT 7.01(e)(i) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OPINIONS OF COUNSEL EXHIBIT 6.1.4(B8.03(c) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).CERTIFICATE

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 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 5.9.10 - TAX GROSS UP AND INDEMNITIES FOR UK BORROWERS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.5 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.15 6.1.13 - PATENTS TRADEMARKS AND COPYRIGHTS DEFINED BENEFIT PLANS SCHEDULE 5.1.24 6.1.14 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - INVESTMENTS SCHEDULE 8.2.9 - SUBSIDIARIES, PARTNERSHIPS, JOINT VENTURES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(L) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2XXXXXX XXXXXXX EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.9.7(A) - COMMITMENT INCREASE AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 2.10(B5.9.7(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(A5.9.7(C) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(B5.9.7(D) - OPINION OF IN-HOUSE COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.2.6 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 5April 30, 2008 2019 and is made by and among PVR XXXXX LLCX.X. XXXXXX COMPANY, a Pennsylvania corporation (the "Company"), CXT INCORPORATED, a Delaware limited liability company corporation (the “Borrower”"CXT"), EACH OF THE SALIENT SYSTEMS, INC., an Ohio corporation ("Salient Systems"), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a West Virginia corporation ("Rail Technologies, Inc."), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada ("Rail Technologies Canada"), X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada ("Rail Technologies, Corp."), X.X. XXXXXX RAIL TECHNOLOGIES (UK) LIMITED, a private limited company existing under the laws of England and Wales ("Rail Technologies (UK)"), XXX ENGINEERING LIMITED, a private limited company existing under the laws of England and Wales ("XXX Engineering"), NETPRACTISE LIMITED, a private limited company existing under the laws of England and Wales ("Netpractise"), and XXX PLUS LIMITED, a private limited company existing under the laws of England and Wales ("XXX Plus" and together with the Company, CXT, Salient Systems, Rail Technologies, Inc., Rail Technologies Canada, Rail Technologies, Corp., Rail Technologies (UK), XXX Engineering, Netpractise, and each Person joining this Agreement as a Borrower from time to time, collectively referred to herein as the "Borrowers"), each of the GUARANTORS (as hereinafter defined)) from time to time a party hereto, the LENDERS (as hereinafter defined)) from time to time a party hereto, and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”")., and Bank of America, N.A., as a Co-Syndication Agent, Citizens Bank, N.A., as a Co-Syndication Agent and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to a Second Amended and Restated Credit Agreement, dated as of March 13, 2015 (as amended to the date hereof, the "Existing Credit Agreement"), providing for a revolving credit facility and a term loan; and The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement to provide (i) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $140,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an incremental loan feature not to exceed $50,000,000, and (ii) a $25,000,000.00 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

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(C) - QUALIFIED ACCOUNTS RECEIVABLE SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 5.1.5 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.15 5.1.10 - PATENTS TRADEMARKS AND COPYRIGHTS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 5.1.14 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 7.1.11 - REAL PROPERTY TO BE MORTGAGED POST POST-CLOSING LANDLORD’S WAIVERS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(L) - MORTGAGE LOCKBOX AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4 - SWING LOAN REQUEST LENDER JOINDER EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A2.5.2 - SWING LOAN REQUEST EXHIBIT 6.1.1(i) - COMMITMENT INCREASE AGREEMENT BORROWING BASE CERTIFICATE EXHIBIT 2.10(B6.1.1(xiii) - LENDER JOINDER AND ASSUMPTION AGREEMENT LANDLORD’S WAIVER EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5January 28, 2008 2009 and is made by and among PVR XXXXX LLCUNDER ARMOUR, INC., a Delaware limited liability company Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”)., SUNTRUST BANK, as Syndication Agent, and COMPASS BANK, as Documentation Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.9.1(A) - EXISTING LETTERS OF CREDIT UNDER WABCO CREDIT AGREEMENT SCHEDULE 5.1.3 2.9.1(B) - SUBSIDIARIES EXISTING LETTERS OF CREDIT UNDER MOTIVEPOWER CREDIT AGREEMENT SCHEDULE 5.1.13 6.1.2 - SUBSIDIARIES, CAPITALIZATION, QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.6 - LITIGATION SCHEDULE 6.1.11 - TAXES SCHEDULE 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 6.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS INSURANCE SCHEDULE 5.1.24 6.1.17 - MATERIAL CONTRACTS SCHEDULE 6.1.19 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.21 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 8.2.1 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BID NOTE EXHIBIT 1.1(C) - CONVERTIBLE REVOLVING CREDIT NOTE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) 2.5 - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING COMMITTED LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A1.1(S) - COMMITMENT INCREASE AGREEMENT SWINGLINE NOTE EXHIBIT 2.10(B) 2.8.1 - LENDER JOINDER AND ASSUMPTION AGREEMENT BID LOAN REQUESTS EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT THIS AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (this "Agreement") is dated as of August 5November 19, 2008 1999, and is made by and among PVR XXXXX LLCWESTINGHOUSE AIR BRAKE COMPANY, a Delaware limited liability company corporation (the “"Borrower”") resulting from the merger of Westinghouse Air Brake Company, a Delaware corporation ("WABCO"), EACH OF THE GUARANTORS and MotivePower Industries, Inc., a Pennsylvania corporation (formerly a Delaware corporation) ("MotivePower"), each of the Guarantors (as hereinafter defined), the LENDERS BANKS (as hereinafter defined), and ABN AMRO BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATIONN.V., in its capacity as administrative bookrunner and co-syndication agent for the Lenders Banks from time to time under this Agreement (hereinafter referred to in such capacity as the “"Agent”") and as an Issuing Bank, THE CHASE MANHATTAN BANK, as administrative agent, THE BANK OF NEW YORK, as co-syndication agent, and MELLON BANK, N.A., in its capacity as documentation agent for the Banks from time to time under this Agreement (hereinafter referred to in such capacity as the "Documentation Agent"), and CHASE MANHATTAN BANK DELAWARE, as an Issuing Bank.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES NOTICES; LENDING OFFICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED VIE'S SCHEDULE 2.9.1 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2) - PERMITTED LIENS SCHEDULE 5.1.2 - CAPITALIZATION SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 5.1.16 - CONSENTS AND APPROVALS INSURANCE SCHEDULE 5.1.15 5.1.20 - PATENTS TRADEMARKS AND COPYRIGHTS EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.1.24 5.1.22 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING DISCLOSURES SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.3 - EXISTING GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(E) - EXCLUDED VIE APPROVAL FORM EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT BORROWER/RSC GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 2.4 2.4.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.4.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).CERTIFICATE

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(E) - EXCLUDED SUBSIDIARIES SCHEDULE 1.1(L) - LANDLORD’S WAIVERS - LOCATIONS SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 6.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - MATTERS TO BE ADDRESSED BY OPINION(S) OF COUNSEL SCHEDULE 7.1.3 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(N)(1) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) 2.11 - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A5.9.7(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(B5.9.7(B) - OPINION OF IN-HOUSE COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.2.6 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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 “Agent”).CERTIFICATE

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 2.9.1 6.1.1 - EXISTING LETTERS OF CREDIT QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.3 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 11.1 - EXCEPTIONS TO GOVERNMENT CONTRACT REPRESENTATIONS SCHEDULE 11.2 - EXCEPTIONS TO GOVERNMENT CONTRACT COMPLIANCE SCHEDULE 11.6 - SUSPENSION, DISBARMENT SCHEDULE 11.8 - CERTAIN GOVERNMENT CONTRACTING EVENTS SCHEDULE 11.9 - INTERNAL INVESTIGATIONS SCHEDULE 11.10 - INTERNAL CONTROLS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - COLLATERAL ASSIGNMENT OF CONTRACT RIGHTS EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(31.1(N)(1) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.9.7(A) - COMMITMENT INCREASE AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That Are Not Partnerships For U.S. Federal Income Tax Purposes) {N0221554 } vii EXHIBIT 2.10(B5.9.7(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(A5.9.7(C) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(B5.9.7(D) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED {N0221554 } viii CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5June 7, 2008 2019, and is made by and among PVR DLH HOLDINGS CORP., a New Jersey corporation (“Holdings”), DLH SOLUTIONS, INC., a Georgia corporation (“Solutions”), XXXXX INTERNATIONAL, LLC, a Delaware Maryland limited liability company (“Xxxxx”) and SOCIAL AND SCIENTIFIC SYSTEMS, INC., a Delaware corporation (“Systems” and collectively with Holdings, Solutions and Xxxxx, the “BorrowerBorrowers”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and FIRST NATIONAL BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATIONPENNSYLVANIA, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).. The Borrowers have requested the Lenders to provide (i) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $25,000,000 and (ii) a $70,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 2.8.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.7 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.15 6.1.8 - PATENTS TRADEMARKS AND COPYRIGHTS TITLE TO PROPERTY SCHEDULE 5.1.24 6.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.21 - EMPLOYMENT MATTERS SCHEDULE 6.1.22 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 6.1.26 - INSURANCE REQUIREMENTS PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS SCHEDULE 7.1.13 8.2.1 - REAL PROPERTY TO BE MORTGAGED POST CLOSING EXISTING INDEBTEDNESS SCHEDULE 7.2.1 8.2.4 - PERMITTED INDEBTEDNESS EXISTING INVESTMENTS SCHEDULE 8.2.7 - RECEIVABLES SALES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(11.1(P) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT PRICING GRID EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT DOLLAR SWING LOAN NOTE EXHIBIT 1.1(S)(2) - OPTIONAL CURRENCY SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.4 - LOAN REQUEST EXHIBIT 2.9.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A5.8.6(A) - COMMITMENT INCREASE AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) EXHIBIT 2.10(B5.8.6(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 6.1.4(A5.8.6(C) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 6.1.4(B5.8.6(D) - OPINION OF IN-HOUSE COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN LENDERS) EXHIBIT 7.2.6 8.3.3 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 11.20(A) - QUARTERLY COMPLIANCE CERTIFICATE BORROWER JOINDER EXHIBIT 11.20(B) - GUARANTOR JOINDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5November 19, 2008 2013 and is made by and among PVR XXXXX LLCTRIUMPH GROUP, INC., a Delaware limited liability company corporation (the “Borrower”"TGI"), EACH OF THE the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the LENDERS BANKS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent Administrative Agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the “"Administrative Agent”").

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(C) — REORGANIZATION PRIOR TO CLOSING OF CCC TRANSACTION SCHEDULE 1.1(P) - — PERMITTED LIENS SCHEDULE 2.9.1 - 1.1(R) — REAL PROPERTY SCHEDULE 2.9 — EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - 6.1.1 — QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 — SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS 6.1.13 — INSURANCE POLICIES SCHEDULE 6.1.24 — STATUS OF PLEDGED COLLATERAL SCHEDULE 7.1.14.1 — AMENDMENTS AND APPROVALS ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS 7.1.14.2 — LIEN SEARCHES SCHEDULE 5.1.24 - ENVIRONMENTAL 8.1.14 — ASSETS EXCLUDED FROM LIENS SCHEDULE 8.1.16 — POST-CLOSING MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - 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) - PARENT — CNX GAS GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - — INDEMNITY EXHIBIT 1.1(I)(2) - — CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) — INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - — MORTGAGE AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - — SWING LOAN NOTE EXHIBIT 2.4 - 1.1(R) — REVOLVING CREDIT NOTE EXHIBIT 2.5.1 — LOAN REQUEST EXHIBIT 2.5.2 — SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A7.1.4(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - — OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.4(B) - — OPINION OF IN-HOUSE XXXX XXXXX LLP EXHIBIT 7.1.4(C) — OPINION OF LOCAL COUNSEL EXHIBIT 7.2.6 - 8.2.6 — ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - 8.3.4 — QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August April 12, 2011 (and amended by Amendment No. 1 on December 5, 2008 2013) and is made by and among PVR XXXXX LLCCONSOL ENERGY INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NAN.A., BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication 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”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - — PRICING GRID SCHEDULE 1.1(B) - — COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 - — EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - 5.1.2 — CERTAIN INFORMATION REGARDING CAPITALIZATION OF BORROWER AND ITS SUBSIDIARIES SCHEDULE 5.1.13 - 5.1.6 — LITIGATION SCHEDULE 5.1.11 — CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS 5.1.13 INSURANCE SCHEDULE 5.1.24 - 5.1.18 — CERTAIN DISCLOSURES REGARDING ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - 5.1.20 — OWNED AND LEASED REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS 5.1.21 — PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.23 — PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 7.2.5 — CERTAIN AFFILIATE TRANSACTIONS EXHIBITS EXHIBIT 1.1(A) - — ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) — COLLATERAL SHARING AGREEMENT EXHIBIT 1.1(G)(1) - — GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A1.1(G)(2) - — CONTINUING GUARANTY AND SURETYSHIP AGREEMENT EXHIBIT 1.1(I) — INDEMNITY AGREEMENT EXHIBIT 1.1(P)(1) — PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT--BORROWER EXHIBIT 1.1(P)(2) — PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT--GUARANTORS EXHIBIT 1.1(P)(3) — PLEDGE AGREEMENT--BORROWER EXHIBIT 1.1(P)(4) — PLEDGE AGREEMENT--GUARANTORS EXHIBIT 1.1(R) — REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) — SECURITY AGREEMENT--BORROWER EXHIBIT 1.1(S)(2) — SECURITY AGREEMENT--GUARANTORS EXHIBIT 1.1(S)(3) — SWING LOAN NOTE EXHIBIT 2.4.1 — LOAN REQUEST EXHIBIT 2.4.2 — SWING LOAN REQUEST EXHIBIT 4.4.4 — COMMITMENT REDUCTION NOTICE EXHIBIT 6.1.4.1 — OPINION OF COUNSEL EXHIBIT 6.1.4(B) - 7.1.12 — OPINION OF IN-HOUSE LOCAL COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - — QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5December 22, 2008 2004 and is made by and among PVR XXXXX LLCARCH COAL, INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS the BANKS (as hereinafter defined), the LENDERS (as hereinafter defined)CITICORP USA, and BANK OF AMERICAINC., NAJPMORGAN CHASE BANK, BNP PARIBAS N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation syndication agent, BRANCH BANKING AND TRUST COMPANYand FLEET NATIONAL BANK, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”)Agreement.

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 2.9.1 1.1(R) - REAL PROPERTY SCHEDULE 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 6.1.13 - INSURANCE REQUIREMENTS POLICIES SCHEDULE 7.1.13 6.1.24 - REAL PROPERTY TO BE MORTGAGED POST CLOSING STATUS OF PLEDGED COLLATERAL SCHEDULE 7.2.1 8.1.14 - ASSETS EXCLUDED FROM LIENS 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(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(M)(1) - MORTGAGE EXHIBIT 1.1(M)(2) - AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(M)(3) - AMENDMENT NO. 2 TO MORTGAGE EXHIBIT 1.1(M)(4) - AMENDMENT NO. 3 TO MORTGAGE EXHIBIT 1.1(N) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) 2.5.1 - SWING LOAN NOTE REQUEST EXHIBIT 2.4 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A7.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.4(B) - OPINION OF IN-HOUSE MCGUIREWOODS LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.2.6 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5May 7, 2008 2010 and is made by and among PVR XXXXX LLCCONSOL ENERGY INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NAN.A., BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication 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”).

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 2.9.1 1.1(R) - REAL PROPERTY SCHEDULE 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.13 - CONSENTS INSURANCE POLICIES SCHEDULE 6.1.24 - STATUS OF PLEDGED COLLATERAL SCHEDULE 7.1.14.1 - AMENDMENTS AND APPROVALS ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 5.1.15 7.1.14.2 - PATENTS TRADEMARKS AND COPYRIGHTS LIEN SEARCHES SCHEDULE 5.1.24 8.1.14 - ENVIRONMENTAL ASSETS EXCLUDED FROM LIENS SCHEDULE 8.1.16 - POST-CLOSING MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 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) - PARENT CNX GAS GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N) - SWING LOAN NOTE EXHIBIT 2.4 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A7.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.4(B) - OPINION OF IN-HOUSE XXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.2.6 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5April 12, 2008 2011 and is made by and among PVR XXXXX LLCCONSOL ENERGY INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NAN.A., BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication 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”).

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 2.9.1 2.9 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.11 - CONSENTS AND APPROVALS PLEDGED COLLATERAL SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 6.1.19 - INSURANCE REQUIREMENTS POLICIES SCHEDULE 7.1.13 7.1.1(d)(i) - REAL PROPERTY TO BE MORTGAGED POST CLOSING OPINION OF COUNSEL (IN HOUSE COUNSEL) SCHEDULE 7.2.1 7.1.1(d)(ii) - OPINION OF COUNSEL (McGUIREWOODS LLP) SCHEDULE 8.1.17 - EXCLUDED ASSETS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(N)(1) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5May 7, 2008 2010 and is made by and among PVR XXXXX LLCCNX GAS CORPORATION, a Delaware limited liability company corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NAN.A., BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agentsyndication 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”).

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 2.9.1 1.1(Q)(i) - EXISTING LETTERS OF CREDIT QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(ii) - QUALIFIED INVENTORY SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - CAPITALIZATION SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.7 - LITIGATION SCHEDULE 5.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 5.1.12 - TAXES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.24 5.1.17 - INSURANCE POLICIES SCHEDULE 5.1.19 - MATERIAL CONTRACTS SCHEDULE 5.1.21 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 5.1.23 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING DISCLOSURES SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.4 - EXISTING INVESTMENTS EXHIBITS EXHIBIT 1.1(A1.1(A)(1) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(31.1(Q)(ii) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT WAREHOUSEMAN’S WAIVER EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(W) - SECURITY WIRE TRANSFER AGREEMENT EXHIBIT 1.1(S)(2) 2.4.1 - SWING LOAN NOTE EXHIBIT 2.4 - SWING REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE NOTICE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 7.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5July 12, 2008 2002 and is made by and among PVR XXXXX LLCUNITED REFINING COMPANY, a Delaware limited liability company Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”) and hereinafter together with Kiantone, United Refining and United Refining PA sometimes collectively referred to as the “Borrowers” and individually as a “Borrower”), EACH OF THE GUARANTORS the BANKS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”).

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 2.9.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 5.1.5 - CONSENTS AND APPROVALS LITIGATION SCHEDULE 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS CURRENT ORGANIZATIONAL CHART SCHEDULE 5.1.24 6.1.1(iv) - ENVIRONMENTAL MATTERS OPINION OF COUNSEL SCHEDULE 6.1.1(xii) - LANDLORD’S WAIVERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.13 7.1.10 - REAL PROPERTY TO BE MORTGAGED POST CLOSING LANDLORD’S WAIVERS REQUIREMENTS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(L) - MORTGAGE LOCKBOX AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(N)(1) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM LOAN NOTE EXHIBIT 1.1(P)(1) - PLEDGOR JOINDER EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4 - SWING LOAN REQUEST LENDER JOINDER EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A2.5.2 - SWING LOAN REQUEST EXHIBIT 6.1.1(xiii) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE LANDLORD’S WAIVER EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 5March 29, 2008 2011 and is made by and among PVR XXXXX LLC, a Delaware limited liability company the BORROWER (the “Borrower”as hereinafter defined), EACH OF THE each of the GUARANTORS (as hereinafter defined), each of the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing 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”), SUNTRUST BANK, as Syndication Agent, and BANK OF AMERICA, N.A., as Documentation Agent. The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $300,000,000 and (ii) a $25,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: This Agreement and the documents executed and delivered in connection herewith replace and supersede in their entirety the Credit Agreement by and among the parties dated as of January 28, 2009 and all documents executed and delivered in connection therewith.

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - BORROWING BASE PARTIES SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P1.1(E)(1) - PERMITTED LIENS EXCLUDED SUBSIDIARIES SCHEDULE 2.9.1 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 - POST-CLOSING MATTERS SCHEDULE 7.1.3 8.2.1 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(C)(1) - CANADIAN SECURITY AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT GLOBAL INTERCOMPANY NOTE EXHIBIT 1.1(I)(11.1(N)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 2.4 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P)(2) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(3) - PLEDGE AGREEMENT EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) 2.11 - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A5.9.7(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.1.4(B5.9.7(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.3.3 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of August 5_______________, 2008 2012 and is made by and among PVR XXXXX LLCHANDY & XXXXXX GROUP LTD., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for Administrative Agent (as hereinafter defined). The Borrower has requested the Lenders under this Agreement to provide to the Borrower (i) a revolving credit facility in an aggregate principal amount not to exceed $90,000,000 and (ii) a term loan in the aggregate principal amount of $115,000,000. In consideration of their mutual covenants and agreements hereinafter referred set forth and intending to in such capacity be legally bound hereby, the parties hereto covenant and agree as the “Agent”).follows:

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 1.1(R) REAL PROPERTY SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 6.1.15 - CONSENTS AND APPROVALS PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.15 6.1.18 - PATENTS TRADEMARKS AND COPYRIGHTS PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 5.1.24 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL MATTERS DISCLOSURES SCHEDULE 7.1.3 8.1.16 - INSURANCE REQUIREMENTS ASSETS EXCLUDED FROM LIENS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 11.19 - ORIGINAL LOAN DOCUMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - NEW LENDER JOINDER EXHIBIT 1.1(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(D)(1) - DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(2) - TERMINAL INDEMNITY DEED OF TRUST EXHIBIT 1.1(D)(3) - AMENDMENT NO. 1 TO DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(4) - AMENDMENT NO. 1 TO TERMINAL INDEMNITY DEED OF TRUST EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M1.1(M)(1) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2EXHIBIT 1.1(M)(2) - AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT ASSIGNMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 2.5.1 - LOAN REQUEST; RATE REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A7.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B7.1.4(B) - OPINION OF IN-HOUSE XXXXXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.2.6 7.1.15 - SOLVENCY CERTIFICATE EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5April 1, 2008 2005 and is made by and among PVR XXXXX LLCCONSOL ENERGY INC., a Delaware limited liability company corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and THE BANK OF AMERICANOVA SCOTIA - NEW YORK AGENCY, NA, BNP PARIBAS and WACHOVIA FLEET NATIONAL BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing co-syndication agent, and PNC BANK, NATIONAL ASSOCIATIONASSOCIATION and CITICORP NORTH AMERICA, INC., in its their capacity as co-administrative agent agents for the Lenders under this Agreement (hereinafter referred to in such capacity as collectively, the “AgentCo-Administrative Agents”).