CREDIT AGREEMENT Dated as of [ ], 2014 among CONE MIDSTREAM PARTNERS LP, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders...Credit Agreement • September 11th, 2014 • CONE Midstream Partners LP • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 2014, among CONE Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other L/C Issuers named herein.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as of January 3, 2018Limited Partnership Agreement • January 3rd, 2018 • CNX Midstream Partners LP • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP, dated as of January 3, 2018, is entered into by and between CNX MIDSTREAM GP LLC, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
CREDIT AGREEMENT Dated as of September 30, 2014 among CONE MIDSTREAM PARTNERS LP, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other...Credit Agreement • October 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 30, 2014, among CONE Midstream Partners LP, a Delaware limited partnership (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other L/C Issuers named herein.
Form of AGREEMENT OF LIMITED PARTNERSHIP of CONE MIDSTREAM DEVCO II LP Dated Effective as of July 11, 2014Limited Partnership Agreement • September 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • Delaware
This Agreement of Limited Partnership of CONE Midstream DevCo II LP (the “Partnership”), effective as of July 11, 2014 (the “Effective Date”), is entered into by and between CONE Midstream DevCo II GP LLC, a Delaware limited liability company (the “DevCo II GP”), and CONE Gathering LLC, a Delaware limited liability company (“CONE Gathering”). In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Form of FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CONE MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as ofAgreement of Limited Partnership • September 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CONE MIDSTREAM PARTNERS LP, dated as of [ ], 2014, is entered into by and between CONE MIDSTREAM GP LLC, a Delaware limited liability company, as the General Partner, and CONE GATHERING LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REVOLVING CREDIT FACILITY Dated as of March 8, 2018 by and among CNX MIDSTREAM PARTNERS LP (formerly known as CONE MIDSTREAM PARTNERS LP) and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and THE LENDERS PARTY HERETO FROM TIME TO TIME and PNC BANK,...Revolving Credit Facility • March 12th, 2018 • CNX Midstream Partners LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (the “Agreement”) is dated as of March 8, 2018 and is made by and among CNX MIDSTREAM PARTNERS LP (formerly known as CONE MIDSTREAM PARTNERS LP), a Delaware limited partnership (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders and the other Secured Parties (in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER by and among CNX RESOURCES CORPORATION, CNX RESOURCES HOLDINGS LLC, CNX MIDSTREAM GP LLC and CNX MIDSTREAM PARTNERS LP July 26, 2020Merger Agreement • July 27th, 2020 • CNX Midstream Partners LP • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2020 (this “Agreement”), is entered into by and among CNX Resources Corporation, a Delaware corporation (“Parent”), CNX Resources Holdings LLC, a Delaware limited liability company (“Merger Sub”) and a wholly owned Subsidiary of Parent, CNX Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and CNX Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as of January 29, 2020Agreement of Limited Partnership • January 30th, 2020 • CNX Midstream Partners LP • Natural gas transmission • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP, dated as of January 29, 2020, is entered into by and between CNX MIDSTREAM GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
AMENDMENT NO. 2Credit Agreement • April 30th, 2019 • CNX Midstream Partners LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (the “Agreement”) is dated as of March 8, 2018, as amended as of April 24, 2019, and is made by and among CNX MIDSTREAM PARTNERS LP (formerly known as CONE MIDSTREAM PARTNERS LP), a Delaware limited partnership (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders and the other Secured Parties (in such capacity, the “Collateral Agent”).
GATHERING AGREEMENT dated as of September 30, 2014 by and between CNX GAS COMPANY LLC, as Shipper and CONE MIDSTREAM PARTNERS LP, as GathererGathering Agreement • October 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • Texas
THIS GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 30th Day of September, 2014 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and CONE Midstream Partners LP, a Delaware limited partnership (“Gatherer”). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”
CONTRIBUTION AGREEMENT by and among CONE GATHERING LLC CONE MIDSTREAM GP LLC CONE MIDSTREAM PARTNERS LP CONE MIDSTREAM OPERATING COMPANY LLC And Solely for purposes of Section 5.5 and Article X, CERTAIN OTHER SIGNATORIES HERETO dated as of November...Contribution Agreement • November 16th, 2016 • CONE Midstream Partners LP • Natural gas transmission
This Contribution Agreement (this “Agreement”) is made and entered into as of November 15, 2016 by and among CONE Gathering LLC, a Delaware limited liability company (“CONE Gathering”), CONE Midstream GP LLC, a Delaware limited liability company (the “General Partner”), CONE Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and CONE Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and solely for the purposes of Section 5.5 and Article X, CNX Gas Company LLC, a Virginia limited liability company (“CNX”), Noble Energy, Inc., a Delaware corporation (“NBL”), CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), CONE Midstream DevCo II LP, a Delaware limited partnership (“DevCo II LP”), and CONE Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”). CONE Gathering, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a “Party” and coll
FIRST AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT by and between CONE MIDSTREAM PARTNERS LP and CNX GAS COMPANY LLC dated as of December 1, 2016Operational Services Agreement • December 7th, 2016 • CONE Midstream Partners LP • Natural gas transmission • Texas
This First Amended and Restated Operational Services Agreement (this “Agreement”) is executed and agreed to as of December 1, 2016 (the “Execution Date”) by and between CONE Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and CNX Gas Company LLC, a Virginia limited liability company (“Operator”). The Partnership and Operator are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties.”
CONE MIDSTREAM PARTNERS LP 17,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2014 • CONE Midstream Partners LP • Natural gas transmission • New York
PURCHASE AND SALE AGREEMENT by and among CNX MIDSTREAM PARTNERS LP CNX MIDSTREAM DEVCO I LP CNX MIDSTREAM DEVCO III LP and CNX GATHERING LLC and for purposes of Section 5.2 only, CNX MIDSTREAM DEVCO I GP LLC, CNX MIDSTREAM DEVCO III GP LLC and CNX...Purchase and Sale Agreement • February 7th, 2018 • CNX Midstream Partners LP • Natural gas transmission
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of February 7, 2018 by and among CNX Midstream Partners LP, a Delaware limited partnership (the “Partnership”), CNX Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), CNX Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), and CNX Gathering LLC, a Delaware limited liability company (“CNX Gathering”), and for purposes of Section 5.2 only, CNX Midstream DevCo I GP LLC, a Delaware limited liability company (“GP I”), CNX Midstream DevCo III GP LLC, a Delaware limited liability company (“GP III”), and CNX Midstream Operating Company LLC, a Delaware limited liability company (“OpCo”). The Partnership, DevCo I LP, DevCo III LP and CNX Gathering are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Letter Regarding Phantom Unit Award UnderPhantom Unit Award Agreement • February 7th, 2018 • CNX Midstream Partners LP • Natural gas transmission • Delaware
CNX Midstream GP LLC (the “Company”), as the general partner of CNX Midstream Partners LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions hereof (the “Agreement”) and the Plan, the terms and conditions of which are hereby incorporated into this Agreement by reference.
OMNIBUS AGREEMENT by and between CONSOL ENERGY INC. NOBLE ENERGY, INC. CONE GATHERING LLC CONE MIDSTREAM GP LLC CONE MIDSTREAM PARTNERS LP CONE MIDSTREAM OPERATING COMPANY LLC CONE MIDSTREAM DEVCO I LP CONE MIDSTREAM DEVCO II LP and CONE MIDSTREAM...Omnibus Agreement • October 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • Texas
This OMNIBUS AGREEMENT (this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between CONSOL Energy Inc., a Delaware corporation (“CONSOL”), Noble Energy, Inc., a Delaware corporation (“Noble” and, together with CONSOL, the “Sponsors”), CONE Gathering LLC, a Delaware limited liability company (“CONE Gathering”), CONE Midstream GP LLC, a Delaware limited liability company (the “General Partner”), CONE Midstream Partners LP, a Delaware limited partnership (the “Partnership”), CONE Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), CONE Midstream DevCo II LP, a Delaware limited partnership (“DevCo II LP”), and CONE Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP” and, together with CONSOL, Noble, CONE Gathering, the General Partner, the Partnership, Operating Company, DevCo I LP and DevCo II LP, the “
EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • October 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission • Texas
THIS EMPLOYEE SECONDMENT AGREEMENT (“Agreement”) is made and entered into effective as of September 8, 2014 (the “Effective Date”), by and among Noble Energy, Inc., 1001 Noble Energy Way, Houston, Texas 77070, a Delaware corporation, (“COMPANY”), and CONE Midstream Partner LP, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware limited partnership (“MLP”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among CONSOL ENERGY INC. NOBLE ENERGY, INC. CONE GATHERING LLC CONE MIDSTREAM GP LLC CONE MIDSTREAM PARTNERS LP and CONE MIDSTREAM OPERATING COMPANY LLC dated as of SEPTEMBER 30, 2014Contribution, Conveyance and Assumption Agreement • October 3rd, 2014 • CONE Midstream Partners LP • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of September 30, 2014 (as may be amended, supplemented or restated from time to time, this “Agreement”), is by and among CONSOL ENERGY INC., a Delaware corporation (“CONSOL”), NOBLE ENERGY, INC., a Delaware corporation (“Noble”), CONE GATHERING LLC, a Delaware limited liability company (“CONE Gathering”), CONE MIDSTREAM GP LLC, a Delaware limited liability company (the “General Partner”), CONE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), and CONE MIDSTREAM OPERATING COMPANY LLC, a Delaware limited liability company (the “Operating Company”) (each, a “Party” and, collectively, the “Parties”).
PURCHASE AGREEMENTPurchase Agreement • March 12th, 2018 • CNX Midstream Partners LP • Natural gas transmission • New York
CNX Midstream Partners LP 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2018 • CNX Midstream Partners LP • Natural gas transmission • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2018 • CNX Midstream Partners LP • Natural gas transmission • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 3, 2018 by and between CONE Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and NBL Midstream, LLC, a Delaware limited liability company (“Noble Midstream” and, together with the Partnership, the “Parties” or, each individually, a “Party”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED GATHERING AGREEMENTGathering Agreement • August 2nd, 2018 • CNX Midstream Partners LP • Natural gas transmission
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Amendment”) is made and effective on and as of this 2nd day of May, 2018 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (as defined in the Original Agreement). Shipper and Gatherer are sometimes together referred to in this Amendment as the “Parties” and individually as a “Party.”
FIRST AMENDED AND RESTATED GATHERING AGREEMENT dated as of December 1, 2016 by and between CNX GAS COMPANY LLC, as Shipper, and CONE MIDSTREAM OPERATING COMPANY LLC, CONE MIDSTREAM DEVCO I LP, CONE MIDSTREAM DEVCO II LP, and CONE MIDSTREAM DEVCO III...Gathering Agreement • December 7th, 2016 • CONE Midstream Partners LP • Natural gas transmission • Texas
This FIRST AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 1st Day of December, 2016 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”
Limited Consent and Amendment toCredit Agreement • February 7th, 2018 • CNX Midstream Partners LP • Natural gas transmission • New York
This Limited Consent and Amendment to Credit Agreement (this “Limited Consent”), dated as of December 22, 2017 (the “Limited Consent Effective Date”), is among CONE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Loan Parties”); each of the Lenders party hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED GATHERING AGREEMENTGathering Agreement • August 2nd, 2018 • CNX Midstream Partners LP • Natural gas transmission • Texas
This Third Amendment (as the same may be amended from time to time in accordance herewith, this “Third Amendment”) is entered into as of the 15th day of May, 2018 (the “Amendment Effective Date”), by and among CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (as such term is defined in the Gathering Agreement), and is an amendment of that certain Second Amended and Restated Gathering Agreement by and between Shipper and Gatherer dated January 3, 2018 (and such agreement, as amended by that certain First Amendment dated as of March 16, 2018 and Second Amendment dated as of May 2, 2018, the “Gathering Agreement”). Each of Shipper and Gatherer may sometimes be referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Gathering Agreement.
CNX MIDSTREAM PARTNERS LP PHANTOM UNIT AWARD AGREEMENTPhantom Unit Award Agreement • April 27th, 2020 • CNX Midstream Partners LP • Natural gas transmission • Delaware
This Phantom Unit Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on Exhibit A and is between CNX Midstream Partners LP (formerly known as CONE Midstream Partners LP), a Delaware limited partnership (the “Partnership”), CNX Midstream GP LLC (formerly known as CONE Midstream GP LLC), a Delaware limited liability company (the “Company”), and the individual to whom the Board has made this Award and whose name is set forth on Exhibit A (the “Participant”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 16th, 2018 • CNX Midstream Partners LP • Natural gas transmission
AMENDMENT NO 1. Dated as of March 15, 2018 (this “Amendment”) by and between CNX MIDSTREAM PARTNERS LP (formerly known as CONE Midstream Partners LP), a Delaware limited partnership (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), to that certain Credit Agreement, dated as of March 8, 2018 (the “Credit Agreement”), by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent, PNC Bank, National Association, as collateral agent, and the other parties party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such term in the Credit Agreement.
FIRST AMENDED AND RESTATED GATHERING AGREEMENT dated as of December 1, 2016 by and between NOBLE ENERGY, INC., as Shipper, and CONE MIDSTREAM OPERATING COMPANY LLC, CONE MIDSTREAM DEVCO I LP, CONE MIDSTREAM DEVCO II LP, and CONE MIDSTREAM DEVCO III...Gathering Agreement • December 7th, 2016 • CONE Midstream Partners LP • Natural gas transmission • Texas
This FIRST AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 1st Day of December, 2016 (the “Execution Date”), by and between Noble Energy, Inc., a Delaware corporation (“Shipper”), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED GATHERING AGREEMENT Dated as of January 3, 2018 By and between CNX GAS COMPANY LLC, as Shipper, and CONE Midstream DevCo I LP CONE Midstream DevCo II LP CONE Midstream DevCo III LP, and CONE Midstream Operating Company, LLC...Gathering Agreement • January 3rd, 2018 • CNX Midstream Partners LP • Natural gas transmission • Texas
This SECOND AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 3rd Day of January, 2018 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GATHERING AGREEMENTGathering Agreement • August 2nd, 2018 • CNX Midstream Partners LP • Natural gas transmission
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Amendment”) is made and effective on and as of this 16th day of March, 2018 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (as defined in the Original Agreement). Shipper and Gatherer are sometimes together referred to in this Amendment as the “Parties” and individually as a “Party.”
CNX MIDSTREAM PARTNERS LP, CNX MIDSTREAM FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 6.500% SENIOR NOTES DUE 2026 INDENTURE Dated as of March 16, 2018 UMB BANK, N.A. TrusteeIndenture • March 16th, 2018 • CNX Midstream Partners LP • Natural gas transmission • New York
This INDENTURE, dated as of March 16, 2018, is among CNX Midstream Partners LP, a Delaware limited partnership (“CNX Midstream”), CNX Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with CNX Midstream, the “Issuers”), the subsidiary guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”) and UMB Bank, N.A., as trustee.
