COMPANY
KEYSTONE COAL MINING CORPORATION
LAUREL RUN MINING COMPANY
McELROY COAL COMPANY
SOUTHERN OHIO COAL COMPANY
TWIN RIVERS TOWING COMPANY
WINDSOR COAL COMPANY
By:
Daniel S. Cangilla, Treasurer of each Guarantor listed above on
behalf of each such Guarantor
S-3
CONRHEIN COAL COMPANY
By:
Consolidation Coal Company,
a general partner
By:
Name:
Daniel S. Cangilla
Title:
Treasurer
S-4
CONSOL LOAN PARTIES: CONSOL FINANCIAL INC.
By:
Name:
Christopher
C. Jones
Title:
Vice President and Secretary
S-5
[SIGNATURE PAGE - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT]
ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
S-6
EXHIBIT 1.1(I)(3)
FORM OF
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT
THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this
"Agreement"), dated as of April 12, 2011 is made by and among CNX GAS
CORPORATION, a Delaware corporation (the "Borrower"), each other Loan Party now
or hereafter party hereto (the Borrower and each other Loan Party being
individually referred to herein as a "Company" and collectively as the
"Companies"), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the
"Administrative Agent"), for the Lenders (as defined below).
WITNESSETH THAT:
WHEREAS, reference is made to that certain Intercompany Subordination Agreement,
dated as of May 7, 2010, made by and between the Borrower, the guarantors party
thereto, the "Companies" (as defined therein) party thereto and PNC Bank,
National Association, in its capacity as Paying Agent (the "Existing
Subordination Agreement");
WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of even
date herewith, by and among the Borrower, the guarantors now or hereafter a
party thereto, the lenders now or hereafter a party thereto (the "Lenders"), PNC
Bank, National Association, as Administrative Agent, and Bank of America, N.A.,
as Syndication Agent (the "Credit Agreement", each capitalized term used herein
shall, unless otherwise defined herein, have the meaning specified in the Credit
Agreement), the Administrative Agent and the Lenders agreed to provide certain
loans and other financial accommodations to the Borrower;
WHEREAS, the Companies have or, in the future, may have liabilities, obligations
or indebtedness owed to each other (the liabilities, obligations and
indebtedness of each of the Companies to any other Company, now existing or
hereafter incurred (whether created directly or acquired by assignment or
otherwise), and interest and premiums, if any, thereon and other amounts payable
in respect thereof and all other obligations and other amounts payable by any
Company to any other Company (other than the Borrower) are hereinafter
collectively referred to as the "Subordinated Indebtedness");
WHEREAS, the obligations of the Lenders to maintain the Commitments and make
Loans to, and issue Letters of Credit on behalf of, the Borrower from time to
time are subject to the condition, among others, that the Companies subordinate
the Subordinated Indebtedness to the Obligations of the Borrower or any other
Company to the Administrative Agent or the Lenders pursuant to the Credit
Agreement, the other Loan Documents, or any Specified Hedge Agreement or Other
Lender Provided Financial Service Product (collectively, the "Senior Debt") in
the manner