warranties set forth in Section 9 of the Guaranty is true
and correct as to New Guarantor on and as of the date hereof and (ii) New
Guarantor has heretofore received a true and correct copy of the Credit
Agreement, Guaranty and the CONSOL Intercompany Subordination Agreement.
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New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and
the Administrative Agent the Credit Agreement, Guaranty and the CONSOL
Intercompany Subordination Agreement.
In furtherance of the foregoing, upon the request of the Administrative Agent,
New Guarantor shall execute and deliver or cause to be executed and delivered at
any time and from time to time such further instruments and documents and do or
cause to be done such further acts as may be reasonably necessary in the
reasonable opinion of Administrative Agent to carry out more effectively the
provisions and purposes of this CONSOL Guarantor Joinder and the other Loan
Documents.
New Guarantor acknowledges and agrees that a telecopy transmission or electronic
copy (with confirmation of receipt) to the Administrative Agent or any Lender of
signature pages hereof purporting to be signed on behalf of New Guarantor shall
constitute effective and binding execution and delivery hereof by New Guarantor.
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[SIGNATURE PAGE OF CONSOL GUARANTOR
JOINDER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor
has duly executed this CONSOL Guarantor Joinder and delivered the same to the
Administrative Agent for the benefit of the Lenders, as of the date and year
first above written with the intention that this CONSOL Guarantor Joinder
constitute a sealed instrument.
NEW GUARANTOR:
By:
(SEAL) Name:
Title:
Acknowledged:
CNX GAS CORPORATION,
as Borrower
By:
Name:
Title:
Acknowledged and accepted:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
EXHIBIT 1.1(I)(1)
FORM OF
AMENDED AND RESTATED REGULATED SUBSTANCES CERTIFICATE AND
INDEMNITY AGREEMENT
THIS AMENDED AND RESTATED REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY
AGREEMENT (the "Agreement") is made as of April 12, 2011 by CNX GAS CORPORATION,
a Delaware corporation (the "Borrower" or "Loan Party"), each other Loan Party
(as defined in the Credit Agreement, as herein defined) (together with the
Borrower, the "Loan Parties" and each individually, a "Loan Party") in favor of
PNC BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as
collateral trustee (the "Collateral Trustee") for the ratable benefit of the
Secured Parties (as defined herein) pursuant to the Collateral Trust Agreement.
RECITALS
A. Reference is made to that certain Amended and Restated Credit Agreement,
dated as of April 12, 2011 (as amended or restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), by and among the Borrower,
each of the Guarantors now or hereafter party thereto, the Lenders now or
hereafter party thereto, PNC Bank, National Association, in its capacity as
administrative agent for the Lenders (the "Administrative Agent") and Bank of
America, N.A., as the Syndication Agent.
B. To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement, each