MASTER SEPARATION AGREEMENT Dated as of August 1, 2005 by and among CONSOL ENERGY INC. And certain of the CEI Subsidiaries AND CNX GAS CORPORATION And certain of the GasCo SubsidiariesMaster Separation Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
THIS MASTER SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2005, by and among (a) CONSOL Energy Inc., a Delaware corporation (“CEI”) and each subsidiary of CEI which is or becomes a party to this Agreement other than CNX and its subsidiaries (CEI, together with its subsidiaries which are or become parties to this Agreement other than CNX and its subsidiaries are collectively referred to as “CONSOL Energy”), and (b) CNX Gas Corporation, a Delaware corporation (“CNX”) and each subsidiary of CNX which is or becomes a party to this Agreement (CNX together with its subsidiaries are collectively referred to as “GasCo”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
INTERCOMPANY REVOLVING CREDIT AGREEMENTIntercompany Revolving Credit Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
THIS INTERCOMPANY REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of August, 2005, between CONSOL Energy Inc., a Delaware corporation (“CEI”), and CNX Gas Corporation, a Delaware corporation (“CNX”).
ORIGINATOR RELEASEOriginator Release • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
THIS ORIGINATOR RELEASE is dated as of August 8, 2005 and is entered into by and among CONSOL ENERGY INC., CONSOL SALES COMPANY, CONSOL OF KENTUCKY INC., CONSOL PENNSYLVANIA COAL COMPANY, CONSOLIDATION COAL COMPANY, ISLAND CREEK COAL COMPANY, WINDSOR COAL COMPANY, MCELROY COAL COMPANY, KEYSTONE COAL MINING COMPANY, EIGHTY-FOUR MINING COMPANY, CNX MARINE TERMINALS INC., CNX GAS COMPANY LLC (“CNX Gas”), CNX FUNDING CORPORATION (“CNX Funding”), MARKET STREET FUNDING CORPORATION (“Market Street”), LIBERTY STREET FUNDING CORP. (“Liberty Street”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), and THE BANK OF NOVA SCOTIA (“BNS”).
TAX SHARING AGREEMENTTax Sharing Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
This TAX SHARING AGREEMENT, made as of this 1st day of August, 2005 (this “Agreement”), by and among CONSOL Energy Inc., a Delaware corporation (“Parent”), and CNX Gas Corporation, a Delaware corporation (“Gasco”).
CONSOL ENERGY INC. SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining • New York
THIS SUPPLEMENTAL INDENTURE NO. 4, dated as of August 8, 2005 (this “Supplemental Indenture No. 4”), by and among CONSOL ENERGY INC., a Delaware corporation (the “Company”), the Guarantors listed on Schedule I hereto and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO SECURITY AGREEMENT, PLEDGE AGREEMENT, PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT AND REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENTSecurity Agreement, Pledge Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania
THIS AMENDMENT NO. 1, dated as of August 8, 2005, to (a) SECURITY AGREEMENT, dated as of June 30, 2004 (the “Security Agreement”), among Wilmington Trust Company, not in its individual capacity but solely as corporate trustee (the “Corporate Trustee”), CONSOL Energy Inc, (the “Borrower”), and certain subsidiaries of the Borrower listed on the signature pages hereof (together with the Borrower, collectively the “Loan Parties”); (b) PLEDGE AGREEMENT, dated as of June 30, 2004 (the “Pledge Agreement”), among the Corporate Trustee, the Borrower, and the other Loan Parties; (c) PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT, dated as of June 30, 2004 (the “IP Security Agreement”), among the Corporate Trustee, the Borrower, and the other Loan Parties; and (d) REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT, dated as of June 30, 2004 (the “Indemnity Agreement”), among the Corporate Trustee, David A. Vanaskey, an individual, not in his individual capacity but solely as individual
MASTER LEASEMaster Lease • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
THIS AGREEMENT is made and entered into as of the 1st day of August, 2005 (the “Effective Date”) by and between CONSOL ENERGY INC., a Delaware corporation, and each of the subsidiary corporations and entities which are signatory hereto (herein, the “CEI Subsidiaries”), herein referred to collectively as “Lessor,” and CNX GAS COMPANY LLC, a Virginia limited liability company, herein referred to as “Lessee.”
AMENDMENT NO. 2 TO COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining • Delaware
THIS AMENDMENT NO. 2 TO COLLATERAL TRUST AGREEMENT (“Amendment”), dated as of April 1, 2005, is made by and among CONSOL Energy Inc., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the “Designated Subsidiaries”, collectively with the Borrower, the “Loan Parties”), Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as corporate trustee (the “Corporate Trustee”), and David A. Vanaskey, an individual residing in the State of Delaware, not in his individual capacity but solely as individual trustee (the “Individual Trustee”; the Corporate Trustee and the Individual Trustee are each, individually, a “Collateral Trustee” and collectively, the “Collateral Trustees”), as trustees for the Secured Parties;
MASTER COOPERATION AND SAFETY AGREEMENT Dated as of August 1, 2005 by and among CONSOL ENERGY INC. And each of the CEI Subsidiaries AND CNX GAS CORPORATION And each of the CNX SubsidiariesMaster Cooperation and Safety Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
This MASTER COOPERATION AND SAFETY AGREEMENT (this “Agreement”) dated as of August 1, 2005 (the “Effective Date”) is by and among (a) CONSOL Energy Inc., a Delaware corporation, with its principal place of business at 1800 Washington Road, Pittsburgh, PA 15241(“CEI”) and each CEI Subsidiary (as defined below) (together with CEI, collectively, the “Coal Parties”), and (b) CNX Gas Corporation, a Delaware corporation, with its principal place of business at 1800 Washington Road, Pittsburgh, PA 15241 (“CNX”) and each CNX Subsidiary (as defined below) (together with CNX, collectively, the “Gas Parties”). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1 [Definitions; Construction; Accounting Principles] unless the context clearly indicates otherwise.
SERVICES AGREEMENTServices Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
This SERVICES AGREEMENT (this “Agreement”) is entered into as of this 1st day of August, 2005 by and among (a) CONSOL Energy Inc. (“CEI”), a Delaware corporation, and CNX Land Resources Inc., a Delaware corporation and subsidiary of CEI (CEI and CNX Land Resources Inc. are collectively referred to as “CONSOL Energy”), and (b) CNX Gas Corporation (“CNX”), a Delaware corporation and its subsidiaries which are or become parties to this Agreement (CNX and such subsidiaries are collectively referred to as “GasCo”, and together with CONSOL Energy, collectively, the “Parties” and each individually a “Party”).
