SECOND AMENDMENT TO AGREEMENT
Exhibit 10.7
THIS SECOND AMENDMENT TO AGREEMENT (this “Amendment), dated as of 7:00 p.m. (Eastern Time) on the 6th day of October, 2017 (the “Execution Date), but effective for all purposes as of July 7, 2015 (the “Effective Date”), is by and between CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”), CONSOL PENNSYLVANIA COAL COMPANY LLC, a Delaware limited liability company (“CPCC”), CONRHEIN COAL COMPANY, a Pennsylvania general partnership (“Conrhein,” and together with CTH and CPCC, “Coal Party”), CNX GAS COMPANY LLC, a Virginia limited liability company (“Gas Party”), and each party designated as a subsidiary of CONSOL Energy Inc. (“CEI”) on Schedule 1 attached hereto (collectively, the “CEI Subsidiaries”). All of the foregoing persons, excluding CEI, are referred to herein separately as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties and CEI entered into that certain Amendment and Restatement of Master Cooperation Agreement on July 7, 2015 concerning the Pennsylvania Mine Complex, Gas Interests, and Subsidiary Surface Rights, as defined in the Agreement, which was amended by that certain First Amendment to Amendment and Restatement of Master Cooperation and Safety Agreement dated January 7, 2016, and effective July 31, 2015 (the “Agreement”);
WHEREAS, following execution of the Agreement, it has been determined that certain provisions and definitions contained therein and certain Exhibits attached thereto require amendment and modification;
WHEREAS, the Parties are entering into this Amendment for the purpose of making such necessary amendments and modification.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements, conditions, and obligations set forth herein, the Parties hereby agree as follows:
1. Defined Terms. For purposes hereof, the capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
2. Recitals. The Parties acknowledge and agree the accuracy of the foregoing recitals, which are hereby incorporated herein by reference.
3. Amendment. Effective as of the Effective Date, the Agreement shall be amended as follows:
(i) Replacement of Exhibits E and F. Exhibits E and F to the Agreement are hereby deleted in their entirety and replaced with the Exhibits E and F attached hereto and incorporated herein; provided, however, the Parties agree that the intent of Exhibit E (i.e., Non-Protected Xxxxx) is to list, as of the Effective Date of the Agreement, any existing Well on a location that was in the Coal Area at the time such Well was permitted, the intent of Exhibit F (i.e., Protected Xxxxx) is to list as of the Effective Date of the Agreement any existing Well on a location that was in the Non-Coal Area at the time such Well was permitted, and no presumption of accuracy
Page 1 of 3
shall be given to Exhibits E and F. The Parties further agree that to the extent any such existing Well is incorrectly included on, or omitted from, Exhibit E or Exhibit F, the intent of the Parties and the facts as they existed as of the Effective Date of the Agreement (including the location of such Well and the Coal Area) shall be controlling in determining whether any such Well is Protected or Non-Protected, with no obligation to further amend Exhibits E and F unless otherwise agreed in writing by the Parties.
(ii) New Definitions. The following new definitions are hereby added to Appendix I, Definitions:
“CNX/NBL Termination Agreement” shall mean that certain Termination and Release Agreement dated December 1, 2016, by and among CNX Gas Company LLC, CONSOL Energy Inc., Noble Energy, Inc., the eight (8) Water Parties listed on Schedule 1(a) thereof, and the seventeen (17) Surface Parties listed on Schedule 1(b) thereof.
“Post-Plugging Well Valuation” has the meaning set forth in Schedule 3.3(a).
“Valuation Amount” has the meaning set forth in Schedule 3.3(a).
(iii) Replacement of Schedule 3.3(a), Part I, paragraph 1). Part I, paragraph 1), of Schedule 3.3(a), is hereby deleted in its entirety and replaced with the following:
| 1) | Xxxxx that are classified as a Protected Well will utilize a “Valuation Amount” based on the present value, discounted at eight percent (8%) from the most recent Reserves Database prior to the Protected Well being taken out of production (the “Producing Well Valuation Amount”). This will be based on the current forecast along with the current future pricing at current operating costs with a three percent (3%) escalation and will have a valuation date equal to the first calendar day of the first month after the month in which such Protected Well is taken off production. If Coal Party is successful at receiving regulatory approval, a portion of a lateral is plugged from either inside the mine or from the surface, and the production is reduced from prior volumes, then the “Valuation Amount” will be equal to the Valuation Amount as described above, less the Post Plugging Valuation Amount. The “Post Plugging Valuation Amount” will include the same assumptions as above, except for the production forecast being adjusted to post-plugging volumes. Coal Party is responsible for all costs associated with the plugging and mine through. |
4. Status of CNX/NBL SUA. The Parties hereby acknowledge and agree (i) that, effective as of December 1, 2016, the CNX/NBL SUA terminated by its own terms, except as to certain provisions thereof that expressly survived such termination, (ii) that the surviving provisions of the CNX/NBL SUA, and not the Agreement (as amended), shall apply to and govern the rights and obligations of the Coal Party and the Gas Party with respect to (A) any Marcellus Formation xxxxx in the Pennsylvania Mine Area that existed as of December 1, 2016, that were either drilled pursuant to the CNX/NBL SUA (and are, thus, subject thereto) or drilled prior to the effective date of the CNX/NBL SUA (i.e., September 30, 2011) and became subject to the JDA (as
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defined in the CNX/NBL SUA), and (B) any Easements in the Pennsylvania Mine Area granted pursuant to the CNX/NBL SUA prior to December 1, 2016, or within the six-month (6-mo.) period thereafter provided for in Section 4 of the CNX/NBL Termination Agreement (or the surface facilities or operations permitted under any such easement Easement), and (iii) the Agreement (as amended) shall apply to and govern the rights and obligations of the Coal Party and the Gas Party with respect to all other Xxxxx and Non-Well Facilities of Gas Party in the Pennsylvania Mine Area, pursuant to the terms and conditions thereof.
5. Ratification. Except as set forth herein, all other terms and conditions of the Agreement remain unchanged and said Agreement as amended by this Amendment is hereby ratified and confirmed by the Parties and, to the extent necessary, CEI.
6. Counterparts. This Amendment may be executed in any number of counterparts and by any or each Party hereto on a separate counterpart, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute but one and the same instrument.
[Remainder of page intentionally left blank; signature page follows]
Page 3 of 3
IN WITNESS WHEREOF, this Amendment has been signed by each of the Parties on the Execution Date.
| GAS PARTY: |
| CNX GAS COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Attorney-in-Fact |
| COAL PARTY: |
| CNX THERMAL HOLDINGS LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
[Signature Page to Second Amendment to Agreement] – Page 1
| CONRHEIN COAL COMPANY | ||
| By: | MTB LLC, | |
| its general partner | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Vice President, MTB LLC | |
| By: | CONSOL Mining Holding Company LLC, | |
| its general partner | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Vice President, CONSOL Mining Holding Company LLC | |
| CONSOL PENNSYLVANIA COAL COMPANY LLC | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Vice President | |
| CEI SUBSIDIARIES: | ||
| CNX GAS CORPORATION | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
[Signature Page to Second Amendment to Agreement] – Page 2
| CONSOL AMONATE FACILITY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CONSOL AMONATE MINING COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CONSOL MINING COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CONSOL MINING HOLDING COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| R&PCC LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
[Signature Page to Second Amendment to Agreement] – Page 3
| CNX LAND LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CNX RCPC LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CNX MARINE TERMINALS LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Attorney-in-Fact |
| CONSOL ENERGY SALES COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Attorney-in-Fact |
| CNX WATER ASSETS LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Attorney-in-Fact |
[Signature Page to Second Amendment to Agreement] – Page 4
| CONSOL OF KENTUCKY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| HELVETIA COAL COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| ISLAND CREEK COAL COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| LAUREL RUN MINING COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| XXXXXXXXXXX, LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
[Signature Page to Second Amendment to Agreement] – Page 5
| MTB LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| TERRA FIRMA COMPANY |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| WINDSOR COAL COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| WOLFPEN KNOB DEVELOPMENT COMPANY LLC |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Vice President |
| CONSOL FINANCIAL INC. |
| /s/ Xxxxxxx X. Xxxxxxxxxxx |
| Name: Xxxxxxx X. Xxxxxxxxxxx |
| Title: Attorney-in-Fact |
[Signature Page to Second Amendment to Agreement] – Page 6
| CONSOL OF CANADA LLC | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
| CONSOL ENERGY CANADA LTD | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
| CARDINAL STATES GATHERING COMPANY | ||
| By: | CNX GAS COMPANY LLC, | |
| its general partner | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact, CNX GAS COMPANY LLC | |
| By: | CNX GAS CORPORATION, | |
| its general partner | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact, CNX GAS CORPORATION | |
[Signature Page to Second Amendment to Agreement] – Page 7
| CNX COAL RESOURCES LP | ||
| By: | CNX COAL RESOURCES GP LLC, | |
| its general partner | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact, CNX Coal Resources GP LLC | |
| CNX COAL RESOURCES GP LLC | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
| CNX OPERATING LLC | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
| CONSOL MINING CORPORATION | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
[Signature Page to Second Amendment to Agreement] – Page 8
The Person set forth below hereby executes this Amendment as of the Execution Date solely with respect to its acknowledgment, ratification, and agreement with the provisions of Section 8.16 of the Agreement.
| CONSOL ENERGY INC. | ||
| /s/ Xxxxxxx X. Xxxxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxxxx | |
| Title: | Attorney-in-Fact | |
[Signature Page to Second Amendment to Agreement] – Page 9
Exhibit E
Non-Protected Xxxxx
| API |
FARM NAME |
STATE | ||
| 3705901741 |
X.X. XXXXX n94 | PA | ||
| 3705901744 |
J.V. CHESS | PA | ||
| 3705924112 |
GH-80 | PA | ||
| 3705924214 |
GH-90 | PA | ||
| 0000000000 |
GH-75 | PA | ||
| 3705924260 |
GH-94 | PA | ||
| 3705924329 |
GH-93 | PA | ||
| 3705924380 |
GH-100 | PA | ||
| 3705924726 |
NV-87 | PA | ||
| 3705924754 |
GH-63 | PA | ||
| 3705924871 |
NV-79 | PA | ||
| 3705925033 |
NV-89 | PA | ||
| 0000000000 |
NV-86 | PA | ||
| 3705925064 |
NV-85 | PA | ||
| 3705925413 |
GHBD-1 | PA | ||
| 3712523259 |
NV-38 | PA | ||
| 3712523616 |
CONSOL | PA | ||
| 3712523755 |
NV-80 | PA | ||
| 0000000000 |
MC-50 | WV | ||
| 4705101059 |
MC-51 | WV | ||
| 4705101114 |
MC-68 | WV | ||
| 4705101124 |
MC-53 | WV |
EXHIBIT E – PAGE 1
Exhibit F
Protected Xxxxx
| API |
FARM NAME |
STATE | ||
| 3705901230 |
XXXXXXX XXXXX | PA | ||
| 3705901731 |
XXXXX XXXXX | PA | ||
| 3705901732 |
X.X.XXXXX | PA | ||
| 3705901733 |
X.X. XXXXX | PA | ||
| 0000000000 |
X.X. XXXXXXXXXX | PA | ||
| 3705901735 |
M.B. XXXXXX 2 | PA | ||
| 3705901736 |
M.B. XXXXXX 3 | PA | ||
| 3705901737 |
X.X. XXXX 1 | PA | ||
| 3705901738 |
X.X. XXXX 2 | PA | ||
| 3705901740 |
X.X. XXXXXX | PA | ||
| 0000000000 |
X.X. XXXXX | PA | ||
| 3705901745 |
S.C CHESS | PA | ||
| 3705923724 |
GH-1 | PA | ||
| 3705923725 |
GH-2 | PA | ||
| 0000000000 |
XXXXXX XXXX/GREENON | PA | ||
| 3705923938 |
GH-3 | PA | ||
| 3705923939 |
GH-4 | PA | ||
| 3705923940 |
GH-5 | PA | ||
| 3705924052 |
GH-6 | PA | ||
| 3705924098 |
GH-15 | PA | ||
| 3705924099 |
GH-16 | PA | ||
| 3705924105 |
GH-29 | PA | ||
| 3705924106 |
GH-18 | PA | ||
| 3705924107 |
GH-42 | PA | ||
| 3705924115 |
GH-39 | PA | ||
| 3705924145 |
CONSOL PA COAL | PA | ||
| 3705924146 |
CONSOL PA COAL CO | PA | ||
| 3705924147 |
CONSOL PA COAL CO | PA | ||
| 3705924175 |
GH-65 | PA | ||
| 3705924182 |
GH-38 | PA | ||
| 3705924224 |
GH-20 | PA | ||
| 3705924226 |
GH-91 | PA | ||
| 3705924227 |
GH-41 | PA | ||
| 3705924273 |
GH-40 | PA | ||
| 3705924292 |
GH-81 | PA | ||
| 3705924293 |
GH-89 | PA | ||
| 3705924316 |
GH-43 | PA | ||
| 3705924358 |
GH-74 | PA | ||
| 3705924361 |
GH-48 | PA | ||
| 3705924362 |
CONSOL PA COAL | PA | ||
| 3705924366 |
GH-49 | PA | ||
| 3705924367 |
GH-19 | PA | ||
| 3705924378 |
GH-67 | PA |
EXHIBIT F – PAGE 1
| API |
FARM NAME |
STATE | ||
| 3705924379 |
GH-68 | PA | ||
| 3705924392 |
GH-54 | PA | ||
| 3705924403 |
GH-56 | PA | ||
| 3705924404 |
GH-17 | PA | ||
| 0000000000 |
GH-51 | PA | ||
| 3705924411 |
GH-10 | PA | ||
| 3705924477 |
GH-12 | PA | ||
| 3705924478 |
GH-13 | PA | ||
| 3705924487 |
GH-88 | PA | ||
| 3705924501 |
GH-32 | PA | ||
| 3705924505 |
GH-66 | PA | ||
| 3705924506 |
GH-9 | PA | ||
| 3705924529 |
GH-31 | PA | ||
| 3705924534 |
GH-82 | PA | ||
| 3705924536 |
GH-83 | PA | ||
| 3705924537 |
GH-36 | PA | ||
| 3705924547 |
GH-21 | PA | ||
| 3705924573 |
CNX1 | PA | ||
| 3705924586 |
GH-26 | PA | ||
| 0000000000 |
GH-87 | PA | ||
| 3705924588 |
GH-27 | PA | ||
| 3705924596 |
GH-72 | PA | ||
| 3705924601 |
GH-25 | PA | ||
| 3705924628 |
GH-50 | PA | ||
| 0000000000 |
GH-8 | PA | ||
| 3705924633 |
GH-73 | PA | ||
| 0000000000 |
GH-104 | PA | ||
| 3705924657 |
GH-34 | PA | ||
| 3705924658 |
GH-33 | PA | ||
| 3705924664 |
GH-23 | PA | ||
| 3705924689 |
GH-30 | PA | ||
| 0000000000 |
GH-24 | PA | ||
| 3705924713 |
GH-28 | PA | ||
| 3705924760 |
GH-35 | PA | ||
| 3705924768 |
GH-37 | PA | ||
| 3705924772 |
GH-22 | PA | ||
| 3705924811 |
GH-109 | PA | ||
| 3705924812 |
GH-109 | PA | ||
| 3705924813 |
GH-110 | PA | ||
| 3705924814 |
GH-110 | PA | ||
| 3705924832 |
CONSOL | PA | ||
| 3705924857 |
GH-45 | PA | ||
| 3705924867 |
GH-18 | PA | ||
| 3705924920 |
GH12CV | PA | ||
| 3705924923 |
GH-5 | PA | ||
| 3705924945 |
GH-3 | PA | ||
| 3705924946 |
GH-7 | PA |
EXHIBIT F – PAGE 2
| API |
FARM NAME |
STATE | ||
| 3705924970 |
GH-15 | PA | ||
| 0000000000 |
GH-44 | PA | ||
| 3705925008 |
GH-69 | PA | ||
| 3705925016 |
GH-84 | PA | ||
| 3705925017 |
GH-122 | PA | ||
| 3705925025 |
GH-85 | PA | ||
| 3705925026 |
GH-71 | PA | ||
| 3712523142 |
NV-61 | PA | ||
| 3712523163 |
NV-65 | PA | ||
| 3712523207 |
NV-35 | PA | ||
| 3712523228 |
NV-70 | PA | ||
| 3712523229 |
NV-71 | PA | ||
| 3712523235 |
NV-42 | PA | ||
| 3712523236 |
NV-36 | PA | ||
| 3712523237 |
NV-43 | PA | ||
| 3712523238 |
NV-72 | PA | ||
| 3712523250 |
NV-58 | PA | ||
| 3712523251 |
NV-57 | PA | ||
| 3712523324 |
NV-33 | PA | ||
| 3712523340 |
NV-99 | PA | ||
| 3712523354 |
NV-51 | PA | ||
| 3712523365 |
NV-73 | PA | ||
| 3712523441 |
NV-60 | PA | ||
| 4705101126 |
MC-46 | WV | ||
| 4705101130 |
MC-122 | WV | ||
| 4705101132 |
MC-102 | WV | ||
| 0000000000 |
MC-47 | WV | ||
| 0000000000 |
MC-52 | WV |
EXHIBIT F – PAGE 3
Schedule 1
CEI Subsidiaries
| 1. | CNX Gas Corporation |
| 2. | CONSOL Amonate Facility LLC |
| 3. | CONSOL Amonate Mining Company LLC |
| 4. | CONSOL Mining Company LLC |
| 5. | CONSOL Mining Holding Company LLC |
| 6. | R&PCC LLC |
| 7. | CNX Land LLC |
| 8. | CNX RCPC LLC |
| 9. | CNX Marine Terminals LLC (successor to CNX Marine Terminals Inc.) |
| 10. | CONSOL Energy Sales Company LLC (successor to CONSOL Energy Sales Company) |
| 11. | CNX Water Assets LLC |
| 12. | CONSOL of Kentucky LLC (successor to CONSOL of Kentucky Inc.) |
| 13. | Helvetia Coal Company LLC (successor to Helvetia Coal Company) |
| 14. | Island Creek Coal Company LLC (successor to Island Creek Coal Company) |
| 15. | Laurel Run Mining Company LLC (successor to Laurel Run Mining Company) |
| 16. | Xxxxxxxxxxx, LLC (successor to Xxxxxxxxxxx Inc.) |
| 17. | MTB LLC |
| 18. | Terra Firma Company |
| 19. | Windsor Coal Company LLC (successor to Windsor Coal Company) |
| 20. | Wolfpen Knob Development Company LLC |
(successor to Wolfpen Knob Development Company)
| 21. | CONSOL Financial Inc. |
| 22. | CONSOL of Canada LLC (successor to CONSOL of Canada Inc.) |
| 23. | CONSOL Energy Canada Ltd. |
| 24. | Cardinal States Gathering Company |
| 25. | CNX Coal Resources LP |
| 26. | CNX Coal Resources GP LLC |
| 27. | CNX Operating LLC |
| 28. | CONSOL Mining Corporation |
NOTE: CONSOL Xxxxxxxx Mining Company LLC is no longer a CEI Subsidiary.
NOTE: The following former CEI Subsidiaries were merged into other CEI Subsidiaries:
| • | CONSOL of Central Pennsylvania LLC merged into MTB LLC, the survivor |
| • | CONSOL of Ohio LLC merged into CNX Land LLC, the survivor |
| • | CNX Funding Corporation merged into CONSOL Financial Inc., the survivor |
SCHEDULE 1 – PAGE 1 OF 1
