Common use of Cumulative Credit Clause in Contracts

Cumulative Credit. (1) Cumulative Credit as of [ ], 20[●], without duplication: (a) $30,000,000 (b) 50% of Consolidated Net Income (c) the cumulative amount of cash and Cash Equivalent proceeds (other than Excluded Contributions) from: (i) the sale of Equity Interests (other than any Disqualified Equity Interests) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower, and (ii) the common Equity Interests of the Borrower (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of the Borrower or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in each case, not previously applied for a purpose other than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of Section 7.03(m)(y) of the Credit Agreement) (d) 100% of the aggregate amount of contributions to the common capital (other than from a Restricted Subsidiary) of the Borrower received in cash and Cash Equivalents after the Closing Date (other than Excluded Contributions), excluding any such amount that has been applied in accordance with Section 7.03(m)(y) of the Credit Agreement (e) 100% of the aggregate amount received by the Borrower or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority investments, or (ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment (except to the extent increasing Consolidated Net Income and excluding Excluded Contributions), or (iii) any interest, returns of principal payments and similar payments by an Unrestricted Subsidiary or received in respect of any minority investments (except to the extent increasing Consolidated Net Income) (f) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to Section 7.02(n) of the Credit Agreement

Cumulative Credit. An amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of (1) Cumulative Credit as of [ ], 20[●], without duplication:): (a) an amount equal to 50% of the cumulative Consolidated Net Income for the period (taken as one accounting period) from July 1, 2014 to the end of the Parent’s fiscal quarter most recently ended (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) $30,000,000 (b) 50% of Consolidated Net Income (c) the cumulative amount of cash and Cash Equivalent proceeds (other than Excluded Contributionsnet of direct costs incurred in connection therewith, including legal, accounting and investment banking fees, sales commissions and underwriting discounts, and taxes paid or estimated to be payable as a result thereof) from: (i) received by the sale Parent of any Qualified Equity Interests (other than any Disqualified Equity Interests) of the Borrower or any direct or indirect parent of the Borrower Issuance consummated after the Closing Date and on or prior to such time $ (including upon exercise of warrants or optionsc) which proceeds have been contributed as common equity to in the capital of the Borrower, and (ii) the common Equity Interests of the Borrower (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness (other than Indebtedness event that is contractually subordinated to the Obligations) of the Borrower or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party all or a Restricted Subsidiary portion of a Loan Party, in each case, not previously applied for a purpose other than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of has been applied to make an Investment pursuant to Section 7.03(m)(y8.02(r) of the Credit Agreement) (d) 100% of the aggregate , an amount of contributions equal to the common capital (other than from a Restricted Subsidiary) of the Borrower received in cash and Cash Equivalents after the Closing Date (other than Excluded Contributions), excluding any such amount that has been applied in accordance with Section 7.03(m)(y) of the Credit Agreement (e) 100% of the aggregate amount received by the Borrower Parent or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from: from (i) the sale (other than to the Borrower Parent or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority investmentssuch Investment, or (ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment (except to the extent increasing Consolidated Net Income and excluding Excluded Contributions), or such Investment or (iii) any interest, returns of principal payments principal, repayments and similar payments by an Unrestricted Subsidiary or received in respect of any minority investments such Investment, net of (except in any such case under the foregoing clauses (i), (ii) and (iii)) (A) direct costs incurred in connection therewith, including legal, accounting and investment banking fees, sales commissions and underwriting discounts, (B) taxes paid or estimated to be payable as a result thereof, and (C) amounts applied to the extent increasing Consolidated Net Income) repayment of Indebtedness secured by a Lien permitted under the Credit Agreement on the Investment sold (fother than a Lien pursuant to a Collateral Document) in $ (d) the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value amount of the Cumulative Credit applied to make Investments of the Borrower and the or Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, Payments as applicable) so long as such Investments were originally made pursuant to Section 7.02(n) of permitted under the Credit AgreementAgreement prior to such period $

Cumulative Credit. (1Section 8.3.4) Cumulative Credit The amount, as of [ ]the end of the fiscal quarter then ended, 20[●]determined on a cumulative basis equal to, without duplication: (a) $30,000,000 (bi) 50% of the cumulative Consolidated Net IncomeIncome of the Borrower for the period commencing on the CNI Base Date and ending on the last day of the fiscal quarter ending on or immediately preceding the date of such proposed Restricted Payment (or, if such aggregate Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus $ (cii) 66-2/3% of the cumulative amount aggregate Net Cash Proceeds received by the Borrower since the Base Date from the issuance or sale of cash and Cash Equivalent proceeds equity of its Capital Stock (other than Excluded Contributions) from: (i) the Disqualified Stock and Net Cash Proceeds received from an issuance or sale of Equity Interests (other than any Disqualified Equity Interests) such Capital Stock to a Subsidiary of the Borrower or any direct an employee stock ownership plan, option plan or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity similar trust to the capital of the Borrowerextent such sale to an employee stock ownership plan, and (ii) the common Equity Interests of the Borrower (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness (other than Indebtedness that option plan or similar trust is contractually subordinated to the Obligations) of the Borrower financed by loans from or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in each case, not previously applied for a purpose other than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of Section 7.03(m)(y) of the Credit Agreement) (d) 100% of the aggregate amount of contributions to the common capital (other than from a Restricted Subsidiary) of the Borrower received in cash and Cash Equivalents after the Closing Date (other than Excluded Contributions), excluding any such amount that has been applied in accordance with Section 7.03(m)(y) of the Credit Agreement (e) 100% of the aggregate amount received Guarantied by the Borrower or any Restricted Subsidiary of the Borrower in (unless such loans have been repaid with cash and Cash Equivalents from:on or prior to the date of determination)); plus $ (iiii) 66-2/3% of the sale (other than to aggregate Net Cash Proceeds received by the Borrower or any Restricted SubsidiarySubsidiary since the Base Date from the incurrence of Indebtedness (other than Net Cash Proceeds received from the Borrower or any Subsidiary of the Borrower) that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Equity Interests Borrower (less the amount of an Unrestricted Subsidiary any cash, or the Fair Market Value of any other property, distributed by the Borrower upon such conversion or exchange), together with the net proceeds, if any, received by the Borrower or any minority investments, orRestricted Subsidiary from any Person other than the Borrower or any Subsidiary upon such conversion or exchange; plus $ (iiiv) any dividend dividends or other distribution by an Unrestricted Subsidiary or distributions received in respect of any minority investment (except to the extent increasing Consolidated Net Income and excluding Excluded Contributions), or (iii) any interest, returns of principal payments and similar payments cash by an Unrestricted Subsidiary or received in respect of any minority investments (except to the extent increasing Consolidated Net Income) (f) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary after the Base Date from an Unrestricted Subsidiary, to the fair market value of extent that such dividends or distributions were not otherwise included in the Investments Consolidated Net Income of the Borrower and for such period (other than dividends or distributions from CNX Midstream or any of its Subsidiaries to the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignationextent made from income attributable to any gain from a disposition, combination sale or transfer outside the ordinary course of business (or as determined in a manner consistent with clause (5) of the assets transferred or conveyeddefinition of “Consolidated Net Income” in the Credit Agreement), as applicabletogether with any related provision for taxes on such gain); plus $ (v) so long as such Investments were originally $300,000,000; minus $300,000,000.00 (vi) the aggregate amount of Restricted Payments made pursuant to Section 7.02(n8.2.5(g) [Restricted Payments] of the Credit AgreementAgreement after the Closing Date and prior to such time; minus $ (vii) any distributions by any Midstream Entity to Borrower or any of its Restricted Subsidiaries since [December 31, 2017]; minus $

Cumulative Credit. An amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of (1) Cumulative Credit as of [ ], 20[●], without duplication:): (a) an amount equal to 50% of the cumulative Consolidated Net Income for the period (taken as one accounting period) from July 1, 2014 to the end of the Parent’s fiscal quarter most recently ended (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit) $30,000,000 (b) 50% of Consolidated Net Income (c) the cumulative amount of cash and Cash Equivalent proceeds (other than Excluded Contributionsnet of direct costs incurred in connection therewith, including legal, accounting and investment banking fees, sales commissions and underwriting discounts, and taxes paid or estimated to be payable as a result thereof) from: (i) received by the sale Parent of any Qualified Equity Interests (other than any Disqualified Equity Interests) of the Borrower or any direct or indirect parent of the Borrower Issuance consummated after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower, and$ (iic) in the common Equity Interests of the Borrower (other than Disqualified Equity Interests of the Borrower) issued upon conversion of Indebtedness (other than Indebtedness event that is contractually subordinated to the Obligations) of the Borrower or any Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party all or a Restricted Subsidiary portion of a Loan Party, in each case, not previously applied for a purpose other than use in the Cumulative Credit (including, for the avoidance of doubt, for the purposes of has been applied to make an Investment pursuant to Section 7.03(m)(y8.02(r) of the Credit Agreement) (d) 100% of the aggregate , an amount of contributions equal to the common capital (other than from a Restricted Subsidiary) of the Borrower received in cash and Cash Equivalents after the Closing Date (other than Excluded Contributions), excluding any such amount that has been applied in accordance with Section 7.03(m)(y) of the Credit Agreement (e) 100% of the aggregate amount received by the Borrower Parent or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from: from (i) the sale (other than to the Borrower Parent or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority investmentssuch Investment, or (ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment (except to the extent increasing Consolidated Net Income and excluding Excluded Contributions), or such Investment or (iii) any interest, returns of principal payments principal, repayments and similar payments by an Unrestricted Subsidiary or received in respect of any minority investments such Investment, net of (except in any such case under the foregoing clauses (i), (ii) and (iii)) (A) direct costs incurred in connection therewith, including legal, accounting and investment banking fees, sales commissions and underwriting discounts, (B) taxes paid or estimated to be payable as a result thereof, and (C) amounts applied to the repayment of Indebtedness secured by a Lien permitted under the Credit Agreement on the Investment sold (other than a Lien pursuant to a Collateral Document) $ (d) the amount of the Cumulative Credit applied to make Investments or Restricted Payments as permitted under the Credit Agreement prior to such period $ (a) + 1.(b) + 1.(c) – 1.(d)] $ In the event of conflict between the provisions and formulas set forth in this Schedule 3 and the provisions and formulas set forth in the Credit Agreement, the provisions and formulas of the Credit Agreement shall prevail. 1. Consolidated Net Leverage Ratio (a) Consolidated Funded Indebtedness (excluding the Subordinated Indebtedness evidenced by the Coltec Subordinated Note, the Stemco Subordinated Note and the Coltec/Stemco Subordinated Guaranty) $ (b) unrestricted cash and Cash Equivalents of the Loan Parties as of such date in an amount not to exceed (i) $100,000,000 as of any date of determination that is prior to the first anniversary of the Closing Date and (ii) $75,000,000 as of any date of determination that is on or after the first anniversary of the Closing Date $ (a) 1.(b)] $ (d) Consolidated EBITDA (i) Consolidated Net Income $ To the extent increasing deducted in calculating such Consolidated Net Income): (fii) in Consolidated Interest Charges $ (iii) the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been mergedprovision for federal, consolidated or amalgamated with or intostate, or transfers or conveys local and foreign income taxes payable by the Parent and its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower Subsidiaries $ (iv) depreciation and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer amortization expense $ (or of the assets transferred or conveyed, as applicablev) so long as such Investments were originally made pursuant to Section 7.02(n[1.(d)(i) of the Credit Agreement+ 1.(d)(ii) + 1.(d)(iii) + 1.(d)(iv)] $ (e) Consolidated Net Leverage Ratio [1.(c) divided by 1.(d)(v)] :1.0