WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND
AGREES NOT ASSERT ANY SUCH DEFENSE.
(iii) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATION] OF THE CREDIT AGREEMENT. NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.
25. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
7
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
26. Notices. All notices, statements, requests and demands and other
communications given to or made upon the Companies, the Administrative Agent or
the Lenders in accordance with the provisions of this Agreement shall be given
or made in the manner as provided in Section 11.5.1 [Notices Generally] of the
Credit Agreement.
27. Rules of Construction. The rules of construction set forth in Section 1.2
[Construction] of the Credit Agreement shall apply to this Agreement.
[SIGNATURE PAGES FOLLOW]
8
[SIGNATURE PAGE - INTERCOMPANY SUBORDINATION AGREEMENT]
WITNESS the due execution hereof as of the day and year first above written.
BORROWER: CNX GAS CORPORATION By:
Name:
Title:
GUARANTORS: CNX GAS COMPANY LLC By:
Name:
Title:
CARDINAL STATES GATHERING COMPANY By:
CNX Gas Company LLC, as Partnership
Manager By:
Name:
Title:
KNOX ENERGY, LLC By:
Name:
Title:
[SIGNATURE PAGE - INTERCOMPANY SUBORDINATION AGREEMENT]
COALFIELD PIPELINE COMPANY By:
Name:
Title:
MOB CORPORATION By:
Name:
Title:
[SIGNATURE PAGE - INTERCOMPANY SUBORDINATION AGREEMENT]
ADMINISTRATIVE AGENT: PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:
Name:
Title:
EXHIBIT 1.1(N)(1)
FORM OF
REVOLVING CREDIT NOTE
$
New York, New York
May 7, 2010
FOR VALUE RECEIVED, the undersigned, CNX GAS CORPORATION, a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of
(the "Lender"), the lesser of
(i) the principal sum of
(US$
), or (ii) the aggregate unpaid principal balance of
all Revolving Credit Loans made by the Lender to the Borrower pursuant to the
Credit Agreement, dated as of May 7, 2010, among the Borrower, the Guarantors
now or hereafter party thereto, the Lenders now or hereafter party thereto, PNC
Bank, National Association, as