Intercompany Revolving Credit Agreement

Exhibit 10.73


Execution Copy

INTERCOMPANY REVOLVING CREDIT AGREEMENT

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" ).

RECITALS

WHEREAS, CEI currently owns, indirectly, all of the issued and outstanding common stock of CNX (" Common Stock" ), and CNX is a member of CEI' s " affiliated group" of corporations for federal income tax purposes;


WHEREAS, in accordance with a Master Separation Agreement dated as of August 1, 2005, CEI is separating its gas operations, which will be operated by CNX, from its coal operations;

WHEREAS, CNX intends to offer and sell for its own account up to 20% of the shares of CNX Common Stock to unaffiliated third persons pursuant to a private placement (the " Private Placement" ) of such shares;

WHEREAS, upon completion of the Private Placement, CNX will cease to be a wholly-owned indirect subsidiary of CEI.

WHEREAS, CEI has provided, and following the Private Placement, desires to continue to provide (or cause to be provided) pursuant to the terms hereof, funds to support liquidity and working capital needs to its domestic subsidiaries and divisions, including CNX and its subsidiaries.

AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

A. Definitions . As used in this Agreement, in addition to the terms defined in the Preamble and Recitals hereof, the following terms shall have the following meanings, applicable to both the singular and plural forms of the terms described (unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement, and references to the parties shall mean the parties to this Agreement):

" All-In Interest Rate" shall have the meaning ascribed to it in Section B.

Intercompany Revolving Credit Agreement


" CEI" shall have the meaning ascribed to it in the Preamble.

" CNX" shall have the meaning ascribed to it in the Preamble.


" Effective Date" means the initial closing of the purchase and sale of shares of Common Stock pursuant to the Private Placement.

" Intercompany Agreements" means collectively, the Master Separation Agreement and the Ancillary Agreements (as such term is defined in the Master Separation Agreement) between CEI and CNX and the other parties thereto, with respect to administrative services, tax-sharing, cooperation and safety and separation matters.

" Maturity Date" shall have the meaning set forth in Section F.


" Revolving Credit Limit" shall mean fifty million dollars ($50,000,000).


" Services Agreement" shall mean that certain Services Agreement between CEI and CNX dated the date hereof.

B. Intercompany Debt . On and after the Effective Date, CNX may borrow, repay and reborrow hereunder from time to time and at any time, and CEI shall be obligated to lend to CNX, subject to the terms and conditions of this Agreement, and CEI' s senior credit facility as in effect from time to time, up to a maximum amount outstanding at any time equal to the Revolving Credit Limit. CNX shall be charged interest on a daily basis for the outstanding borrowings under this Agreement. The interest rate to be paid by CNX shall be at a rate equal to the All-In Interest Rate available to CEI from outside sources for short-term borrowings. " All-In Interest Rate" shall mean the actual interest rate incurred by CEI for short-term borrowings for the applicable period under its then existing senior credit facility, as determined in good faith by CEI. All interest shall be paid on a monthly basis in arrears.

C. Repayment . CNX may repay at any time any and all outstanding borrowings without penalty. At the Maturity Date, CNX shall be obligated to repay in full the entire amount due and owing under this Agreement.

D. Services . The administrative services provided by CEI to CNX in connection with the revolving credit facility provided pursuant to this Agreement shall be rendered pursuant to the Services Agreement. CEI and CNX shall also use their reasonable efforts to timely and effectively coordinate the repayment and reborrowing of funds in accordance with this Agreement, so as not to hinder the operations of either company.


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Intercompany Revolving Credit Agreement

E. Term of Agreement . The term of this Agreement shall commence on the Effective Date and shall continue for the earlier to occur of (i) the one (1) year anniversary of the Effective Date or (ii) the date on which CNX enters into a credit facility with a third party; in all cases unless terminated earlier pursuant to Section F below or extended by the mutual agreement of the parties (the " Maturity Date" ).

F. Termination . Either party shall have the right to terminate this Agreement upon the occurrence of any of the following events: (a) A material breach of this Agreement by either party that is not cured within thirty (30) days after receipt of written notice of such breach from the other party;

(b) A material breach of any of the Intercompany Agreements by either party which is not cured within thirty (30) days after receipt of written notice from the other party; or

(c) CEI shall have the right to terminate this Agreement if CEI or its affiliates own shares representing less than a majority of the voting power of the outstanding Common Stock of CNX.

In no way limiting the foregoing, the parties may terminate this Agreement by mutual consent memorialized in a writing reasonably satisfactory to both CEI and CNX.

G. Miscellaneous . The terms set forth in Schedule A attached hereto are incorporated by reference herein and shall apply to this Agreement as if fully set forth in this Section G. The Joinder of Subsidiaries provision of Schedule A shall not apply to this Agreement.


(This space is intentionally left blank)


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Intercompany Revolving Credit Agreement


IN WITNESS WHEREOF, CEI and CNX have caused this Agreement to be executed on the date and year first above written.


CONSOL ENERGY INC. CNX GAS CORPORATION

By

/s/ William J. Lyons

By

/s/ Ronald E. Smith

Name:

William J. Lyons

Name

Ronald E. Smith

Title:

Executive Vice President and Chief Executive Officer

Title:

Chief Operating Officer


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SCHEDULE A (Terms)


The term " Agreement" shall refer to the agreement to which this Schedule A is attached. Other capitalized terms used in this Schedule and not defined in this Schedule, shall (i) have the meanings ascribed thereto in that certain Master Separation Agreement among CONSOL Energy Inc. and certain of its subsidiaries and CNX Gas Corporation and certain of its subsidiaries dated as of August 1, 2005, and (ii) if not defined in the Master Separation Agreement shall have the meanings ascribed thereto in that certain Master Cooperation and Safety Agreement among CONSOL Energy Inc. and certain of its subsidiaries and CNX Gas Corporation and certain of its subsidiaries dated as of August 1, 2005. To the extent that there is any conflict between any provision of this Schedule and any provision set forth in the body of this Agreement, the provision set forth in the body of this Agreement shall control.


A. Governing Law . The internal laws of the Commonwealth of Pennsylvania (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of, relating to, or in connection with this Agreement, unless expressly provided otherwise in this Agreement.


B. Jurisdiction and Forum Selection . Except as it relates to any committee-based dispute resolution and the arbitration and/or mediation provisions set forth herein (or therein with regard to documents relating to this Agreement), the parties hereby expressly and irrev ...