LLC CNX GAS CORPORATION CNX LAND LLC CNX RESOURCE HOLDINGS LLC CNX WATER ASSETS
LLC POCAHONTAS GAS LLC TERRA FIRMA COMPANY CNX GATHERING LLC By:
Name:
Title:
[SIGNATURE PAGE - SECOND AMENDED AND RESTATED REGULATED
SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT]
COLLATERAL AGENT: PNC BANK, NATIONAL ASSOCIATION, Collateral Agent By:
Name:
Title: EXISTING COLLATERAL AGENT, FOR PURPOSES OF SECTION 2 ONLY: PNC
BANK, NATIONAL ASSOCIATION, Existing Collateral Agent By:
Name:
Title:
EXHIBIT 1.1(I)(2)
FORM OF
SECOND AMENDED AND RESTATED
INTERCOMPANY SUBORDINATION AGREEMENT
THIS SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this
"Agreement") is dated as of March 8, 2018 and is made by and among CNX RESOURCES
CORPORATION (formerly known as CONSOL ENERGY INC.), a Delaware corporation (the
"Borrower"), each of its Subsidiaries party hereto (the Borrower and each such
Subsidiary 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 Amended and Restated Intercompany
Subordination Agreement, dated as of June 18, 2014, 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
Administrative Agent (the "Existing Subordination Agreement");
WHEREAS, pursuant to the Second 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
Collateral Agent, and JPMorgan Chase Bank, 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
Loan Party to any Restricted Subsidiary that is not a Guarantor 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 (such Obligations, the "Senior
Debt") in the manner set forth herein; and
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to maintain
the Commitments and continue to make Loans to and issue Letters of Credit on
behalf of, the Borrower and its Subsidiaries, and the parties desire to amend
and restate the