FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX COAL RESOURCES LP A Delaware Limited Partnership Dated as of July 7, 2015Limited Partnership Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX COAL RESOURCES LP, dated as of July 7, 2015, is entered into by and between CNX COAL RESOURCES GP LLC, a Delaware limited liability company, as the General Partner, and CONSOL ENERGY INC., a Delaware corporation, 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:
400,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among CNX COAL RESOURCES LP and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent BANK OF AMERICA, N.A.,...Revolving Credit Facility • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS CREDIT AGREEMENT (the “Agreement”) is dated as of July 7, 2015 and is made by and among CNX COAL RESOURCES LP, a Delaware limited partnership (“CNX Coal” or the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”).
OMNIBUS AGREEMENT by and among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and THE PARTIES LISTED ON EXHIBIT A HERETO dated as of July 7, 2015Omnibus Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • Pennsylvania
This OMNIBUS AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and among CONSOL Energy Inc., a Delaware corporation (“CONSOL”), CNX Coal Resources GP LLC, a Delaware limited liability company (the “General Partner”), CNX Coal Resources LP, a Delaware limited partnership (the “Partnership”), and the parties listed on Exhibit A to this Agreement (together with CONSOL, the General Partner and the Partnership, the “Parties” and each a “Party”).
EMPLOYEE SERVICES AGREEMENT by and between CNX THERMAL HOLDINGS LLC and CONSOL PENNSYLVANIA COAL COMPANY LLC dated as of July 7, 2015Employee Services Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • Pennsylvania
This Employee Services Agreement (as may be amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of July 7, 2015 (the “Execution Date”) by and between CNX Thermal Holdings LLC, a Delaware limited liability company (“CTH”), and Consol Pennsylvania Coal Company LLC, a Delaware limited liability company (“CPCC”). CTH and CPCC are referred to herein separately as a “Party” and collectively as the “Parties”.
WATER SUPPLY AND SERVICES AGREEMENT by and between CNX WATER ASSETS LLC and CNX THERMAL HOLDINGS LLC dated as of July 7, 2015Water Supply and Services Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS WATER SUPPLY AND SERVICES AGREEMENT (as may be amended, revised, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 7, 2015 (the “Execution Date”), is by and between CNX WATER ASSETS LLC, a West Virginia limited liability company (“CONSOL”), and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CONSOL and CTH may be referred to herein separately as a “Party” and collectively as the “Parties”.
WAIVER OF 20% VOTING LIMITATION AGREEMENTWaiver of Voting Limitation Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
This WAIVER OF 20% VOTING LIMITATION AGREEMENT, dated as of July 7, 2015 (this “Waiver Agreement”), is made by and among CNX Coal Resources GP LLC, the General Partner of CNX Coal Resources LP (the “Partnership”) and a Delaware limited liability company (the “General Partner”), and each of Greenlight Capital, L.P., Greenlight Capital Qualified, L.P., Greenlight Capital (Gold), LP, Greenlight Coal (GCOP), LLC, Greenlight Coal (GGOM), LLC and Greenlight Coal (GLRE), LLC (each, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Common Unit Purchase Agreement, dated as of June 25, 2015 and amended as of June 30, 2015 (as amended, the “Purchase Agreement”), by and among the Partnership and the Purchasers or the LP Agreement (as defined below), as applicable.
TERMINAL AND THROUGHPUT AGREEMENT by and between CNX MARINE TERMINALS, INC. and CNX THERMAL HOLDINGS LLC dated as of July 7, 2015Terminal and Throughput Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS TERMINAL AND THROUGHPUT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into July 7, 2015 (the “Execution Date”), by and between CNX MARINE TERMINALS, INC., a Delaware corporation (“Owner”), and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“Shipper”). CONSOL and CTH may be referred to collectively as the “Parties” or individually as a “Party.”
AMENDMENT AND RESTATEMENT OF MASTER COOPERATION AND SAFETY AGREEMENT by and among CNX THERMAL HOLDINGS LLC CONSOL PENNSYLVANIA COAL COMPANY LLC CONRHEIN COAL COMPANY (COLLECTIVELY, “COAL PARTY”) and CNX GAS COMPANY LLC (“GAS PARTY”) and CONSOL ENERGY...Master Cooperation and Safety Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • Pennsylvania
THIS AMENDMENT AND RESTATEMENT OF MASTER COOPERATION AND SAFETY AGREEMENT (as may be amended, revised, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July 7, 2015 (the “Execution 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.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and CNX OPERATING LLC dated as of July 7, 2015Contribution, Conveyance and Assumption Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 7, 2015 (as may be amended, supplemented or restated from time to time, this “Agreement”), is by and among CONSOL Energy Inc., a Delaware corporation (“CONSOL”), CNX Coal Resources GP LLC, a Delaware limited liability company (the “General Partner”), CNX Coal Resources LP, a Delaware limited partnership (the “Partnership”), and CNX Operating LLC, a Delaware limited liability company (the “Operating Company”) (each, a “Party” and, collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 7, 2015 is entered into by and among CNX Coal Resources LP, a Delaware limited partnership (the “Partnership”), and certain holders of securities of the Partnership party to this Agreement (collectively, the “Investor Parties”).
CONTRACT AGENCY AGREEMENT by and between CONSOL ENERGY SALES COMPANY and CNX THERMAL HOLDINGS LLC dated as of July 7, 2015Contract Agency Agreement • July 13th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS CONTRACT AGENCY AGREEMENT (as may be amended, revised, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 7, 2015 (the “Execution Date”), is by and between CONSOL ENERGY SALES COMPANY, a Delaware corporation (“CES”), acting in its individual capacity and its capacity as agent for and on behalf of each of the parties set forth on Exhibit A (collectively, the “Marketing Parties” and individually, a “Marketing Party”) and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CES and CTH may be referred to herein separately as a “Party” and collectively as the “Parties.”
