RECEIVABLES FINANCING AGREEMENT Dated as of November 30, 2017 by and among CONSOL FUNDING LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as...Receivables Financing Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 30, 2017 by and among the following parties:
CREDIT AGREEMENT by and among CONSOL ENERGY INC. (formerly known as CONSOL MINING CORPORATION), as Borrower THE GUARANTORS PARTY HERETO THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Revolving/TLA Administrative Agent CITIBANK, N.A., as...Credit Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS CREDIT AGREEMENT (the “Agreement”) is dated as of November 28, 2017 and is made by and among CONSOL ENERGY INC. (formerly known as CONSOL MINING CORPORATION), a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Revolving Lenders and Term A Lenders in their capacities as such under this Agreement (in such capacity, the “Revolving/TLA Administrative Agent”), CITIBANK, N.A., as administrative agent for the Term B Lenders in their capacities as such under this Agreement (in such capacity, the “TLB Administrative Agent”) and PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders and the other Secured Parties (in such capacity, the “Collateral Agent”).
TLA2Trademark License Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Pennsylvania
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of this 28th day of November, 2017 (the “Effective Date”), by and between CONSOL ENERGY INC., a corporation organized under the laws of the state of Delaware (“Licensor”) and CNX RESOURCES CORPORATION, a corporation organized under the laws of the state of Delaware (“Licensee”).
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENTFirst Amended and Restated Omnibus Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Amendment”) is made as of this 28th day of November, 2017 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 “Limited Partnership”), CONSOL Mining Corporation, a Delaware corporation (“CONSOL Mining”), and the other parties on the signature pages to this Amendment (the “Exhibit A Parties”) and together, with CONSOL, the General Partner, the Partnership and CONSOL Mining, the “Parties” and each a “Party”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION. DATED AS OF NOVEMBER 28, 2017Intellectual Property Matters Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”) is dated as of November 28, 2017 (the “Effective Date”), by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”).
PURCHASE AND SALE AGREEMENT Dated as of November 30, 2017 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, CONSOL PENNSYLVANIA COAL COMPANY LLC, as Servicer, and CONSOL FUNDING LLC, as BuyerPurchase and Sale Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 30, 2017 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), CONSOL PENNSYLVANIA COAL COMPANY LLC, as initial Servicer (as defined below) (“Consol”), and CONSOL FUNDING LLC, a Delaware limited liability company (the “Buyer”).
SECOND AMENDMENT TO PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENTPennsylvania Mine Complex Operating Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS SECOND AMENDMENT TO PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENT (this “Amendment”) is made as of this 28th day of November 2017 (the “Execution Date”), by and among CONSOL PENNSYLVANIA COAL COMPANY LLC, a Delaware limited liability company (“CPCC”), CONRHEIN COAL COMPANY, a Pennsylvania general partnership (“Conrhein,” and together with CPCC, the “CONSOL Parties”), CONSOL THERMAL HOLDINGS LLC (formerly known as CNX Thermal Holdings LLC), a Delaware limited liability company (“Operator”), and, for purposes of Sections 1.2, 1.3, 1.4, 3.6 and 3.7 hereof, CONSOL COAL RESOURCES LP (formerly known as CNX Coal Resources LP), a Delaware limited partnership (“CNXC”). CONSOL Parties and Operator may be referred to herein separately as a “Party” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION DATED AS OF NOVEMBER 28, 2017Employee Matters Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
This EMPLOYEE MATTERS AGREEMENT, dated as of November 28, 2017 (this “Agreement”), is by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SUB-ORIGINATOR SALE AGREEMENT Dated as of November 30, 2017 among CONSOL THERMAL HOLDINGS LLC, as Sub-Originator, CONSOL PENNSYLVANIA COAL COMPANY LLC, as Servicer, and CONSOL PENNSYLVANIA COAL COMPANY LLC, as BuyerSub-Originator Sale Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This SUB-ORIGINATOR SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 30, 2017 is entered into among CONSOL THERMAL HOLDINGS LLC (the “Sub-Originator”), CONSOL PENNSYLVANIA COAL COMPANY LLC (“Consol”), as initial Servicer (as defined below), and as buyer (in such capacity, the “Buyer”).
FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENTWater Supply and Services Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENT (this “Amendment”) is made as of this 28th day of November, 2017 (the “Execution Date”), by and among 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.”
FIRST AMENDMENT TO CONTRACT AGENCY AGREEMENTContract Agency Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO CONTRACT AGENCY AGREEMENT (this “Amendment”) is made as of this 28th day of November, 2017 (the “Execution Date”), by and among CONSOL ENERGY SALES COMPANY a Delaware corporation (“CONSOL”), acting in its individual capacity and its capacity as agent for and on behalf of each of the parties set forth on the signature page hereto (the “Marketing Parties”) and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CONSOL, the Marketing Parties and CTH may be referred to herein separately as a “Party” and collectively as the “Parties.”
AFFILIATED COMPANY CREDIT AGREEMENT by and among CONSOL COAL RESOURCES LP (formerly known as CNX COAL RESOURCES LP) and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and CONSOL ENERGY INC. (formerly known as CONSOL MINING CORPORATION), as...Affiliated Company Credit Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS AFFILIATED COMPANY CREDIT AGREEMENT (the “Agreement”) is dated as of November 28, 2017 and is made by and among CONSOL COAL RESOURCES LP (f/k/a CNX COAL RESOURCES LP), a Delaware limited partnership (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), CONSOL ENERGY INC. (f/k/a CONSOL MINING CORPORATION), a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”).
