EX-10.4



 Exhibit 10.4 

TERMINAL AND THROUGHPUT AGREEMENT 

by and between 
 CNX MARINE
TERMINALS, INC. 
 and 

CNX THERMAL HOLDINGS LLC 

dated as of 
  

[                ], 2015 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I DEFINITIONS AND INTERPRETATION
	  	 	1	  
	 1.1
	  	Defined Terms	  	 	1	  
	 1.2
	  	References and Rules of Construction	  	 	1	  
		
	 ARTICLE II TERMINAL SERVICES
	  	 	2	  
	 2.1
	  	Terminal Services	  	 	2	  
	 2.2
	  	Terminal Services Standard of Care	  	 	2	  
	 2.3
	  	Insurance	  	 	2	  
		
	 ARTICLE III SHIPPER COAL
	  	 	3	  
	 3.1
	  	Title; Risk of Loss	  	 	3	  
	 3.2
	  	Transportation of Shipper Coal; Measurement of Shipper Coal	  	 	3	  
	 3.3
	  	Scheduling of Railcar Deliveries; Scheduling of Vessels	  	 	3	  
	 3.4
	  	Priority of Service	  	 	3	  
		
	 ARTICLE IV COMPENSATION AND PAYMENTS
	  	 	3	  
	 4.1
	  	Terminal Fee	  	 	3	  
	 4.2
	  	Terminal Fee Adjustments	  	 	4	  
	 4.3
	  	Payment Terms; Disputed Charges	  	 	4	  
	 4.4
	  	Audit	  	 	4	  
	 4.5
	  	Accounting Arbitrator	  	 	5	  
		
	 ARTICLE V LIABILITY OF THE PARTIES; INDEMNIFICATION
	  	 	5	  
	 5.1
	  	Release	  	 	5	  
	 5.2
	  	Omnibus Agreement Indemnities	  	 	5	  
	 5.3
	  	Disclaimer	  	 	6	  
	 5.4
	  	Conspicuous	  	 	6	  
		
	 ARTICLE VI TERM; TERMINATION
	  	 	6	  
	 6.1
	  	Term	  	 	6	  
	 6.2
	  	Owner Termination	  	 	6	  
	 6.3
	  	Shipper Termination	  	 	6	  
	 6.4
	  	Effect of Termination	  	 	6	  
		
	 ARTICLE VII FORCE MAJEURE
	  	 	7	  
	 7.1
	  	Force Majeure	  	 	7	  
		
	 ARTICLE VIII MISCELLANEOUS
	  	 	7	  
	 8.1
	  	Assignment; Binding Effect	  	 	7	  
	 8.2
	  	Notices	  	 	7	  
	 8.3
	  	Further Assurances	  	 	8	  
	 8.4
	  	Expenses	  	 	8	  
	 8.5
	  	Waiver; Rights Cumulative	  	 	8	  
	 8.6
	  	Entire Agreement; Conflicts	  	 	8	  
	 8.7
	  	Amendment	  	 	9	  
	 8.8
	  	Governing Law; Jurisdiction	  	 	9	  


  
 i 









							
	 8.9
		Parties in Interest		 	9	  
	 8.10
		Preparation of Agreement		 	9	  
	 8.11
		Severability		 	9	  
	 8.12
		Counterparts		 	9	  
		
	 APPENDIX
				
		
	 Appendix I – Definitions
				
		
	 EXHIBITS
				
		
	 Exhibit A – Terminal Services Terms
				
	 Exhibit B – Terminal Rules and Regulations
				


  
 ii 








 TERMINAL AND THROUGHPUT AGREEMENT 

THIS TERMINAL AND THROUGHPUT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”) is entered into [            ], 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.”  

RECITALS 
 WHEREAS,
Shipper owns an undivided interest in, and has been designated as the operator of, those certain coal mines in Greene and Washington Counties, Pennsylvania and Marshall County, West Virginia, commonly known as the Bailey Mine, the Enlow Fork Mine
and the Harvey Mine, and the related preparation plant commonly known as the Bailey preparation plant (the “Pennsylvania Mine Complex”); 

WHEREAS, as the operator of the Pennsylvania Mine Complex, Shipper has been delegated authority and charged with overseeing,
supervising and managing the handling, transportation and marketing of all coal mined from the Pennsylvania Mine Complex; 
 WHEREAS,
Owner owns and operates a coal terminal facility (the “Terminal”) located in Baltimore, Maryland that provides coal transshipment from train rail cars to vessels; and 

WHEREAS, Shipper desires to contract with Owner for the option (but not the obligation) to require Owner, as an independent contractor,
to provide, directly or indirectly, certain coal terminal, storage and/or transportation services, subject to and upon the terms and conditions of this Agreement.  

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 

ARTICLE I 
 DEFINITIONS
AND INTERPRETATION 
 1.1 Defined Terms. For purposes hereof, the capitalized terms used herein and not otherwise defined
have the meanings set forth in Appendix I. 
 1.2 References and Rules of Construction. All references in this
Agreement to Appendices, Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Appendices, Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any Appendix, Exhibit, Article, Section, subsection and other subdivision of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing
the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Appendix,
Exhibit, Article, Section, subsection or other subdivision unless expressly 

  
 1 








 
so limited. The word “including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references
to United States dollars. Each accounting term not defined herein will have the meaning given to it under GAAP. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles
(including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law means such Law as it may be amended from time to time. If a date specified
herein for providing any notice or taking any action is not a Business Day, then the date for giving such notice or taking such action shall be the next day which is a Business Day. 

ARTICLE II 
 TERMINAL
SERVICES 
 2.1 Terminal Services. 

(a) Subject to the terms and conditions of this Agreement, Shipper shall have the option, but not the obligation, to require Owner to provide
Terminal Services with respect to Firm Shipper Coal. 
 (b) In the event Shipper desires to require Owner to provide Terminal Services with
regard to Shipper Coal other than Firm Shipper Coal (collectively, “Excess Shipper Coal”), Shipper shall provide Owner written notice requesting Owner to provide Terminal Services as to the Excess Shipper Coal and setting
forth Shipper’s reasonable estimate of the amount and timing of delivery of such Excess Shipper Coal. Owner shall have the option, but not the obligation, to provide Terminal Services with respect to all or a portion of the Excess Shipper Coal
at a mutually agreeable fee and priority. 
 (c) The Terminal Services shall be performed in accordance with (i) the Terminal Services
Terms set forth on Exhibit A, and (ii) the Terminal Rules and Regulations set forth on Exhibit B. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of any Exhibit hereto,
the terms and provisions of this Agreement shall govern and control; provided, however, that the inclusion of any terms and conditions in any Exhibit hereto which are not addressed in this Agreement shall not be deemed a conflict. 

2.2 Terminal Services Standard of Care. Owner shall perform, or cause to be performed, the Terminal Services consistent with
past practices and in a manner that is not grossly negligent and does not constitute willful misconduct (the “Services Standard”). 

2.3 Insurance. Owner shall (i) obtain and maintain any and all insurance that is required by applicable Laws or that would
otherwise be required by a reasonable, prudent service provider providing the Terminal Services and (ii) use its commercially reasonable efforts to have each Owning Party named as additional insureds on such insurance policies (with waivers of
subrogation in favor of each Owning Party). 

  
 2 








 ARTICLE III 

SHIPPER COAL 
 3.1
Title; Risk of Loss. As between Shipper and Owner, title to all Shipper Coal delivered to the Receipt Point shall at all times remain in Shipper. Except to the extent resulting from a breach of the Services Standard, Shipper shall bear the
risk of loss with respect to Shipper Coal at the Terminal. Notwithstanding the foregoing, coal that accumulates in ditches and ponds and ordinary spillage from conveyors, dumpers and other similar equipment, where it is impractical to determine its
owner and return it to piles shall be the property of Owner and shall be sold or otherwise disposed of as Owner sees fit. 
 3.2
Transportation of Shipper Coal; Measurement of Shipper Coal. Shipper shall arrange for transportation at Shipper’s sole risk, cost and expense of the Shipper Coal to the Receipt Point. Owner shall measure the quantity of Shipper Coal
received from Shipper at the Receipt Point using scales tested, maintained and calibrated in accordance with the standards issues by the Association of American Railroads (the “AAR Standards”), the National Institute of
Standards and Technology (the “NIST Standards”) and all applicable Laws. Owner shall keep accurate records of the receipt, storage and delivery of the Shipper Coal, including all scale measurement readings, and shall provide
Shipper reasonable access to such records (including the right to copy, at Shipper’s expense), during normal business hours and upon reasonable written notice. Owner shall provide Shipper not less than 7 days prior notice of any scale testing
or proving activities, and Shipper shall have the right to attend and witness such scale testing and proving activities. 
 3.3
Scheduling of Railcar Deliveries; Scheduling of Vessels. Shipper shall comply with the nomination and scheduling procedures for Trains and Vessels set forth in the Terminal Services Terms and/or the Terminal Rules and Regulations. 

3.4 Priority of Service. Firm Shipper Coal shall be entitled to service with the highest available priority call on capacity of
all or any relevant portion of the Terminal, which is not subject to interruption or curtailment except as a result of force majeure (such service, “Priority Service”). Without the written consent of Shipper, which consent
may be withheld in Shipper’s sole discretion, Owner will not provide Priority Service with respect to any coal other than Firm Shipper Coal and coal received under the Xcoal Agreement. If capacity at the Terminal is insufficient to meet the
needs of all shippers, the holders of interruptible service will be curtailed first and the holder of Priority Service will be curtailed last. 

ARTICLE IV 
 COMPENSATION
AND PAYMENTS 
 4.1 Terminal Fee. Shipper shall pay Owner each month in accordance with the terms of this Agreement for
Terminal Services provided by Owner an amount equal to the product of (a) the Firm Shipper Coal, stated in tons, delivered by Shipper at the Receipt Point during such month multiplied by (b) $4.00 per net ton (the “Terminal
Fee”), and, if applicable, all Additional Storage Fees, Coal Re-Handling Fees and Vessel Fees incurred during such month. 

  
 3 








 4.2 Terminal Fee Adjustments. The Terminal Fee may be reasonably adjusted by Owner
from time to time upon written notice thereof to Shipper no more frequently than quarterly to account for changes in annual volumes of coal shipped, or forecasted to be shipped, through the Terminal and/or changes in operating expenses at the
Terminal; provided that no retroactive adjustments to the Terminal Fee will be permitted. 
 4.3 Payment Terms; Disputed
Charges. 
 (a) No later than 30 days after the end of each calendar month, Owner shall prepare and deliver to Shipper a reasonably
detailed invoice setting forth (i) the total volume of Shipper Coal received at the Receipt Point during such calendar month, (ii) the aggregate Terminal Fee for Shipper Coal received a the Receipt Point during such calendar month,
(iii) any Additional Storage Fees incurred during such month, (iv) any Coal Re-Handling Fees incurred during such month and (v) any Vessel Fees incurred during such month. 

(b) Owner shall provide to Shipper such documentation as Shipper may reasonably request to support each such invoice. 

(c) Each invoice delivered by Owner pursuant to this Agreement shall be due and payable no later than 30 days after the receipt of the
invoice. All payments shall be made by wire transfer of immediately available funds, to the account (or accounts) designated by Owner, from time to time, no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the due date. 

(d) In addition to Shipper’s right under Section 4.4, if Shipper disputes in good faith all or any portion of an invoice
delivered by Owner pursuant to this Agreement, Shipper may deliver written notice of such dispute to Owner within 40 days of receipt of such invoice, setting forth in reasonable detail the reasons for such dispute. Notwithstanding the delivery of
any such written notice of dispute, Shipper shall pay to Owner the full amount of such invoice (including any disputed portions of such invoice) in accordance with the terms of this Agreement. If it is determined by the Parties or otherwise that any
amount paid by Shipper to Owner was improperly paid, then subject to Section 4.3(e), Owner shall promptly reimburse Shipper the amount of such improper payment. 

(e) If (i) Shipper fails to pay any amount when due or (ii) (A) Owner disputes an invoice hereunder, (B) pays the full
amount of such invoice and (C) it is determined by the Parties or otherwise that Owner must reimburse Shipper any portion of the amount of such invoice, then such amount shall bear interest from the due date (or the date the disputed amount was
paid by Shipper in case of a reimbursement owed by Owner to Shipper ) to the date such amount is paid by Shipper (or Owner, if applicable) at the Agreed Rate.  

4.4 Audit. Shipper, upon reasonable written notice to Owner, shall have the right to audit Owner’s accounts and records
relating to the Terminal Services for any calendar year within the 24-month period following the end of such calendar year. Owner shall not bear any portion of Shipper’s audit cost incurred under this Section 4.4. The audits shall
not be conducted more frequently than bi-annually without the prior approval of Owner. Upon the completion of any such audit the results of which evidence an overcharging by Owner for Terminal Services rendered, Shipper may notify Owner of such
overcharge and request reimbursement thereof, and 

  
 4 








 
such notice shall include Shipper’s calculations and reasonable data supporting such reimbursement request. Within 30 days after receipt of Shipper’s reimbursement request, Owner shall
notify Shipper if Owner disputes the results of the audit. Owner’s failure to notify Shipper of such dispute within such time period shall be deemed to be agreement with the audit results and the reimbursement request. If Owner timely notifies
Shipper that it disputes the audit results, then each of Owner and Shipper shall designate a representative, and, not later than 10 Business Days from such selection, such representatives shall meet in an effort to resolve such disputed audit
results. Such representatives shall attempt to agree on a resolution of such dispute within 10 Business Days from meeting. Upon such deadline, if no consensual resolution has been reached, either the Shipper or Owner may cause such dispute to be
submitted to arbitration in accordance with Section 4.5. This Section 4.4 shall survive the expiration or termination of this Agreement for a period of 24 months. 

4.5 Accounting Arbitrator. In the event that the Parties cannot reach agreement regarding any disputes regarding amounts
invoiced hereunder pursuant to Section 4.3 or Section 4.4, either Party may refer the remaining matters in dispute to the Philadelphia, Pennsylvania office of a mutually agreeable nationally recognized accounting firm (the
“Accounting Arbitrator”) for review and final determination by arbitration. Should such selected firm fail or refuse to agree to serve as Accounting Arbitrator within ten Business Days after receipt of a written request from
any Party to serve, and should the Parties fail to agree in writing on another replacement Accounting Arbitrator within five Business Days after the end of that ten-day period, or should no replacement Accounting Arbitrator agree to serve within 30
days after the original written request pursuant to this Section 4.5, the Accounting Arbitrator shall be a nationally recognized accounting firm appointed by the Philadelphia office of the American Arbitration Association. The Accounting
Arbitrator’s determination shall be made within 30 days after submission of the matters in dispute and shall be final and binding on the Parties, without right of appeal. The Accounting Arbitrator shall act as an expert for the limited purpose
of determining the specific disputed matters submitted by the Parties and may not award damages or penalties to the Parties with respect to any matter. Each Party shall each bear its own legal fees and other costs of presenting its case. The fees,
costs and expenses of the Accounting Arbitrator, shall be allocated between the Parties based upon the percentage which the portion of the disputed matters not awarded to such Party bears to the amount actually contested by such Party. The
provisions of this Section 4.5 shall survive the expiration or termination of this Agreement. 
 ARTICLE V 

LIABILITY OF THE PARTIES; INDEMNIFICATION 

5.1 Release. Except as set forth in Section 5.2, each Party hereby releases, discharges and forever waives any
claims against the other Party with respect to any breach of this Agreement. 
 5.2 Omnibus Agreement Indemnities. The Parties
hereby acknowledge and agree that, except for the rights of the Parties to terminate this Agreement pursuant to Article VI, the indemnities set forth under the Omnibus Agreement shall be the Parties’ exclusive remedies with respect to
any breach of this Agreement. For the avoidance of doubt, except as set forth in the Omnibus Agreement, in no event shall Owner have any liability under this Agreement or 

  
 5 








 
applicable Law, with respect to the provision of the Terminal Services under this Agreement for any claim, damage, loss or liability sustained or incurred in connection with the provision of the
Terminal Services or any breach of any provision of this Agreement. 
 5.3 Disclaimer. NOTWITHSTANDING ANY OTHER TERM OF THIS
AGREEMENT TO THE CONTRARY, OWNER MAKES NO, AND DISCLAIMS ANY, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE PERFORMANCE OR RESULTS OF THE TERMINAL SERVICES OR ANY DATA OR INFORMATION PROVIDED BY OWNER HEREUNDER.

 5.4 Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE
PROVISIONS IN THIS AGREEMENT IN ALL-CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW. 
 ARTICLE VI 

TERM; TERMINATION 

6.1 Term. This Agreement will commence on the Execution Date and will remain in full force and effect for an initial term of
seven years (the “Initial Term”) and will continue in full force and effect thereafter for successive one year periods (each, an “Additional Term”) unless terminated by either Party at the end of the
Initial Term or any Additional Term by giving not less than 365 days’ prior written notice, subject in each case to earlier termination in accordance with Section 6.2 or Section 6.3 (such period of time, the
“Term”). 
 6.2 Owner Termination. Owner may terminate this Agreement upon written notice to Shipper
the occurrence of any one or more of the following: 
 (a) the Bankruptcy of Shipper; or 

(b) a Shipper Change of Control. 

6.3 Shipper Termination. Shipper may terminate this Agreement upon written notice to Owner following the occurrence of any one
or more of the following: 
 (a) the Bankruptcy of Owner; or 

(b) an action constituting willful misconduct or gross negligence on the part of Owner in connection with the performance of the Terminal
Services. 
 6.4 Effect of Termination. The terms of Article V, this Article VI and Article VIII shall
survive any termination of this Agreement. The termination of this Agreement shall not relieve either Party of any liability or obligation accruing or that had accrued prior to the termination of this Agreement nor deprive a Party not in breach
(other than a breach because such Party is rightfully withholding performance in response to a breach by the other Party) of its rights to any remedy otherwise available to such Party. 

  
 6 








 ARTICLE VII 

FORCE MAJEURE 
 7.1
Force Majeure. If any Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to make money payments, that Party shall give to the other Party prompt written
notice of the Force Majeure with reasonably full particulars concerning it; thereupon, the obligations of the Party giving notice, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of
the Force Majeure. The affected Party shall use all reasonable efforts to remove, mitigate and/or remedy the Force Majeure situation as quickly as practicable. The requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes, lockouts or other labor difficulty by the Party involved, contrary to its wishes; how all such difficulties shall be handled shall be entirely within the discretion of the Party concerned;
provided, however, the foregoing shall not relieve such Party of its obligations to take other measures to remove, mitigate and/or remedy any delay or suspension resulting from such labor difficulties. 

ARTICLE VIII 

MISCELLANEOUS 
 8.1
Assignment; Binding Effect. This Agreement may not be assigned by any Party, in whole or in part, without the prior written consent of the other Party. No assignment hereunder by any Party shall relieve such Party of any obligations and
responsibilities hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and, to the extent permitted by this Agreement, their successors, legal representatives and permitted assigns. 

8.2 Notices. All notices and communications required or permitted to be given under this Agreement shall be sufficient in all
respects if given in writing and delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered U.S. Mail with all postage fully prepaid or by electronic mail with a PDF of the notice or other
communication attached (provided that any such electronic mail is confirmed either by written confirmation or U.S. Express Mail), in each case, addressed to the appropriate Person at the address for such Person as follows: 

If to Owner: 

CNX Marine Terminals, Inc. 

3800 Newgate Avenue 

Baltimore, Maryland 21224-6404 

Attention: Mariann E. Palmer 

Email: MariannPalmer@consolenergy.com 

with a copy to: 

Attention: Patrick E. Mangin 

Email: Patrick.Mangin@consolenergy.com 

  
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 If to Shipper: 

CNX Thermal Holdings LLC 

1000 CONSOL Energy Drive 

Canonsburg PA, 15317 

Attention: Chief Financial Officer 

Email: LoriRitter@consolenergy.com 

with a copy to: 

Attention: General Counsel 

Email: MarthaWiegand@consolenergy.com 

Any notice given in accordance herewith shall be deemed to have been given when (a) delivered to the addressee in person or by courier,
(b) transmitted by electronic communications during normal business hours, or if transmitted after normal business hours, on the next Business Day, or (c) upon actual receipt by the addressee after such notice has either been delivered to
an overnight courier or deposited in the U.S. Mail if received during normal business hours, or if not received during normal business hours, then on the next Business Day, as the case may be. Any Party may change their contact information for
notice by giving notice to the other Parties in the manner provided in this Section 8.2. 
 8.3 Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute and deliver, or cause to be executed and delivered, any additional documents and instruments and perform any additional acts
that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated herein. 

8.4 Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by the Parties in negotiating
this Agreement shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses. 
 8.5 Waiver;
Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective
officers, employees, agents or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance
of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition
or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise
of any other right. 
 8.6 Entire Agreement; Conflicts. This Agreement and the Omnibus Agreement, constitute the entire
agreement of the Parties and their Affiliates relating to the transactions 

  
 8 








 
contemplated hereby and supersede all provisions and concepts contained in all prior letters of intent, memoranda, agreements or communications between the Parties or their Affiliates relating to
the transactions contemplated hereby. In the event of a conflict between (a) the terms and provisions of this Agreement and the terms and provisions of any Appendix hereto or (b) the terms and provisions of this Agreement and the terms and
provisions the Omnibus Agreement, in each case, the terms and provisions of the Omnibus Agreement shall govern and control; provided, however, that the inclusion of any terms and conditions in the Appendix hereto or the Omnibus Agreement which are
not addressed in this Agreement shall not be deemed a conflict. 
 8.7 Amendment. This Agreement may be amended only by an
instrument in writing executed by the Parties and expressly identified as an amendment or modification. 
 8.8 Governing Law;
Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the Laws of another
state. The Parties hereby acknowledge and agree that Section 6.2(b) of the Omnibus Agreement shall apply to this Agreement mutatis mutandis. 

8.9 Parties in Interest. Except as expressly set forth in this Agreement, nothing in this Agreement shall entitle any Person
other than the Parties to any claim, cause of action, remedy or right of any kind. 
 8.10 Preparation of Agreement. All of
the Parties and their respective counsels participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, it is the intent of the Parties that no presumption shall arise based on the identity of the draftsman of
this Agreement. 
 8.11 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 

8.12 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto. 

[THE NEXT SUCCEEDING PAGE IS THE EXECUTION PAGE] 

  
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 IN WITNESS WHEREOF, Owner and Shipper have executed this Agreement as of the date first written
above. 
  

			
	OWNER:
	
	CNX MARINE TERMINALS, INC.
		
	By:		 
	Name:
	Title:

  

			
	SHIPPER:
	
	CNX THERMAL HOLDINGS LLC
		
	By:		 
	Name:
	Title:


  
 [Signature Page to
Terminal and Throughput Agreement] 








 APPENDIX I 

Definitions 

“AAR Standards” has the meaning set forth in Section 3.2. 

“Accounting Arbitrator” has the meaning set forth in Section 4.5. 

“Additional Storage Fees” shall mean the fees charged by Owner for additional and/or extended coal storage in
accordance with Section 4.8 of the Terminal Services Terms. 
 “Additional Term” has the meaning set forth in
Section 6.1. 
 “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, Controls, or is Controlled by, or is Under Common Control With, such Person. The term “Affiliated” shall have the correlative meaning. 

“Agreed Rate” means, on the applicable date of determination, the LIBOR Rate plus an additional two percentage points
(or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law). 

“Agreement” has the meaning set forth in the preamble. 

“Bankruptcy” means, with respect to any Person: (a) the filing by such Person of a voluntary petition seeking
liquidation, reorganization, arrangement or readjustment, in any form, of its debts under the U.S. Bankruptcy Code (or corresponding provisions of future Laws) or any other insolvency Law, or a Person’s filing an answer consenting to or
acquiescing in any such petition; (b) the making by such Person of any assignment for the benefit of its creditors or the admission by a Person of its inability to pay its debts as they mature; or (c) the expiration of 60 days after the
filing or an involuntary petition under the U.S. Bankruptcy Code (or corresponding provisions of future Laws) seeking an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation,
reorganization, arrangement or readjustment of its debts under any other insolvency Law, unless the same shall have been vacated, set aside or stayed within such 60 day period. 

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks in the State of Pennsylvania
are generally open for business. 
 “Coal Re-Handling Fees” means (a) (i) the Shipper Coal, stated in
tons, for which Owner has provided the Re-Handling Services via stacker or reclaimer equipment during a given calendar month multiplied by (ii) $1.40 per net ton, plus (b) (A) the total man hours utilized to perform the Re-Handling
Services for Shipper Coal via mobile equipment during a given calendar month multiplied by (B) $150.00 per man hour. 

“Conrhein” means Conrhein Coal Company, a Pennsylvania general partnership. 

“CONSOL” means CONSOL Energy Inc., a Delaware corporation. 

  

APPENDIX I 








 “Control” (including the terms “Controlled” and
“Under Common Control With”) means with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of
voting shares, by contract, or otherwise. 
 “CPCC” means Consol Pennsylvania Coal Company LLC, a Delaware limited
liability company. 
 “Excess Shipper Coal” has the meaning set forth in Section 2.1(b). 

“Execution Date” has the meaning set forth in the preamble. 

“Firm Shipper Coal” means Shipper Coal delivered by Shipper at the Receipt Point up to but not exceeding the Max
Shipper Coal Volume. 
 “Force Majeure” means an act of God; strike, lockout or other similar disturbance; act of
the public enemy; war; blockade; public riot; lightning, fire, storm, flood or other act of nature or the elements; explosion; action, delay or inaction of a Governmental Authority that is reasonably unforeseen or unexpected; unavailable equipment
not within the control of the Party claiming suspension; and any other cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of the Party claiming suspension. 

“General Partner” means CNX Coal Resources GP LLC, a Delaware limited liability company. 

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental,
regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal,
including any tribal authority having or asserting jurisdiction. 
 “Initial Term” has the meaning set forth in
Section 6.1. 
 “Laws” means any applicable statute, law, rule, regulation, ordinance, order, code,
ruling, writ, injunction, decree or other official act of or by any Governmental Authority. 
 “Losses” shall mean
any and all claims, causes of action, payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines and costs and expenses, including any attorneys’ fees, legal or other expenses incurred in connection therewith and
including liabilities, costs, losses and damages for personal injury or death or property damage or environmental damage or remediation. 

“Max Shipper Coal Volume” means an amount equal to 5,000,000 tons of Shipper Coal per calendar year minus the amount
of Shipper Coal, stated in tons, for which Owner provides terminal services under the Xcoal Agreement in the applicable calendar year; provided that the Max Shipper Coal Volume for the remainder of calendar year 2015 shall be prorated based
on the number of days between the Execution Date and December 31, 2015. 

  

APPENDIX I 








 “NIST Standards” has the meaning set forth in Section 3.2.

 “Omnibus Agreement” means that certain Omnibus Agreement dated as of the Execution Date, by and among CONSOL
Energy Inc., General Partner, Partnership and the other parties thereto, as the same may be amended, revised, supplemented or otherwise modified from time to time. 

“Owner” has the meaning set forth in the preamble. 

“Owning Parties” means CPCC, Conrhein and Shipper. 

“Partnership” means CNX Coal Resources LP, a Delaware limited partnership. 

“Party” and “Parties” has the meaning set forth in the preamble. 

“Pennsylvania Mine Complex” has the meaning set forth in the recitals. 

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company,
trust, estate, Governmental Authority or any other entity. 
 “Priority Service” has the meaning set forth in
Section 3.4. 
 “Receipt Point” means the inbound certified scale located at 3800 Newgate Avenue,
Baltimore, Maryland 21224. 
 “Re-Handling Services” means at the request of Shipper, the movement, transfer or
re-handling of Shipper Coal from its initial storage or stockpile locations (other than transporting such Shipper Coal for loading onto Vessels) via (a) stacker and/or reclaimer equipment or (b) mobile equipment. 

“Services Standard” has the meaning set forth in Section 2.2. 

“Shipper” has the meaning set forth in the preamble. 

“Shipper Change of Control” means CONSOL ceases to control, directly or indirectly, the general partner of the
Partnership. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the general partner of the Partnership,
whether through ownership of voting securities, by contract or otherwise. 
 “Shipper Coal” means coal owned and/or
controlled by Shipper. 
 “Tax” and “Taxes” means all taxes, assessments, charges, duties,
fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property,
excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees,
levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest. 

  

APPENDIX I 








 “Temporary Storage” has the meaning set forth in the definition of
Terminal Services. 
 “Term” has the meaning set forth in Section 4.1. 

“Terminal” has the meaning set forth in the recitals. 

“Terminal Rules and Regulations” means the Coal Cargo Shipping Rules and Regulations attached hereto as Exhibit
B. 
 “Terminal Services” means the following (in each case, as more particularly set forth in the Terminal
Services Terms and the Terminal Rules and Regulations): 
 (a) receiving and unloading Shipper Coal from Trains at the Receipt Point; 

(b) weighing and sampling Shipper Coal at the Terminal; 

(c) if necessary, transporting Shipper Coal from the Receipt Point to temporary storage or stockpile facilities located at the Terminal (the
“Temporary Storage”); 
 (d) to the extent requested by Shipper, blending Shipper Coal at the Terminal; and 

(e) transporting Shipper Coal from Temporary Storage or the Receipt Point, as applicable, to, and loading Shipper Coal on, the Vessels. 

“Terminal Services Terms” means the Coal Cargo Shipping Terminal Services terms attached hereto as Exhibit A.

 “Trains” means those rail cars on the Norfolk Southern railroad or the CSX railroad which have been directed by
Shipper to deliver Shipper Coal to the Receipt Point. 
 “Vessels” means the ships which have been directed by
Shipper to be loaded with Shipper Coal at the Terminal. 
 “Vessel Fees” means those customary vessel charges and
fees as more particularly set forth in Section 5.6 of the Terminal Rules and Regulations. 
 “Xcoal Agreement”
means that certain Coal Cargo Shipping Agreement dated effective December 4, 2013, by and between Owner and Xcoal Energy and Resources. 

  

APPENDIX I 








 EXHIBIT A 

TERMINAL SERVICES TERMS 

CNX MARINE TERMINALS INC. 

EXHIBIT A 
 COAL
CARGO SHIPPING 
 TERMINAL SERVICES 

APPLICABLE TO 
 BALTIMORE
TERMINAL 
 LOCATED AT 

BALTIMORE, MARYLAND 

ISSUED BY 
 CNX MARINE
TERMINALS INC. 
 3800 NEWGATE AVENUE 

BALTIMORE, MD 21224 U.S.A. 
 410-631
-6400 
 FAX 410-631-6425 

CNX MARINE TERMINALS INC. (CNX) BALTIMORE TERMINAL 

BALTIMORE, MD, U.S.A. 

COAL CARGO SHIPPING - TERMINAL SERVICES 

TABLE OF CONTENTS 

							
	 	  	 	  	PAGE	 
	1.0	  	GENERAL	  	 	2	  
	2.0	  	COAL QUALITY	  	 	2	  
	3.0	  	TRAIN HANDLING	  	 	3	  
	4.0	  	STOCKPILING AND STORAGE	  	 	3-4	  
	5.0	  	CARGO BLENDING	  	 	4	  
	6.0	  	VESSEL LOADING	  	 	4	  
	7.0	  	WEIGHING	  	 	4	  
	8.0	  	SAMPLING	  	 	4	  
	9.0	  	FORCE MAJEURE	  	 	5	  

 1.0. GENERAL 
  

	 	1.1	Scope of Services: 

 Terminal services for transshipping of coal from rail to water at
CNX Marine Terminals Inc. (“CNX”) shall include receiving coal by rail, unloading of rail cars, stockpiling, blending, weighing, sampling, and loading of coal onto vessels (“Terminal Services”). 

 

	 	1.2	Ownership of Coal: 

 Coal for which CNX provides Terminal Services shall be and shall
remain the property of the Shipper. 
  

	 	1.3	Forecasts: 

 Concurrently with the execution of the Terminal Agreement, Shipper has
provided CNX a forecast setting forth Shipper’s good faith estimate of the amount of Shipper Coal Shipper plans to deliver at the Terminal for Owner to provide Terminal Services under this agreement in the following calendar year and a
reasonably detailed schedule setting forth the amount of Shipper Coal Shipper expects to deliver on a weekly and monthly basis during such calendar year (the “Annual Forecast”). On a quarterly basis, Shipper shall provide CNX an updated
Annual Forecast setting forth any changes to the previous forecast and extending such forecast to provide for the full calendar year following the date Shipper submits such updated Annual Forecast. 

Shipper shall forecast the next month’s train permit schedule and provide it to the Terminal 15 days prior to the next month. Shipper
shall forecast cargo detail for the next 2 months including cargo I.D.s, 10-day windows, destination, stockpile(s) and cargo tonnage and provide this information to the Terminal 15 days prior to the next month. 

2.0. COAL QUALITY 
  

	 	2.1	Definition: 

 Coal as used herein shall mean coal, off grade coal, synfuels, petroleum
coke, and/or related coal products. 
  

	 	2.2	Shipper shall provide to CNX a certificate (s) stating the relevant characteristics of the coal in accordance with the latest edition of the “JMO Code of Safe Practice for Solid Bulk Cargoes.”


  

	 	2.3	Coal arriving at CNX shall be free flowing and substantially free of foreign material, including tramp metal, wood products, and any other extraneous material. 


 

	 	2.4	Coal shall not exceed four (4) inches in any dimension. Coal to be ASTM sampled shall have a maximum size of two (2) inches. 

  

	 	2.5	During periods when the railcars and/or coal are subjected to freezing conditions, it is recommended that the coal be treated with a CNX approved freeze-conditioning agent in the quantity and by a process in compliance
with the manufacturer’s recommendations. 

  

	 	2.6	Coal will be stored in non-compacted stockpiles. CNX shall not be responsible for any change in calorific content, moisture content, size consist, loss of weight or any other change in quality specifications, unless
caused by the negligence of CNX or its employees. 

  

	 	2.7	Coal arriving at CNX containing high moisture, ash, or fines, or is frozen or affected by other conditions that significantly impair the handling characteristics thereof and cannot be dumped from the railcars or handled
by CNX equipment without alteration or significant derating of dumping rates, may be rejected by CNX at its sole option. 

  

	 	2.8	Flowability Cost Impact: 

 Material shall have handling characteristics such that CNX
can achieve using Standard Operating Procedures a minimum dumping rate of 3000 TPH. If the actual dumping rate achieved is less than 3000 TPH, the Shipper shall be responsible for additional cost as set forth in the Terminal and Throughput Agreement
(the “Terminal Agreement”). 
 3.0. TRAIN HANDLING 
  

	 	3.1	Avoidance of Common Carrier Status 

 CNX is not a common carrier and does not under
these Terminal Service terms or in any other respect hold itself out to the Shipper, any railroad carrier, or any other user of CNX as a provider of common carrier services of any type or as the owner of a public facility. 

 

	 	3.2	Train Size 

 The size of any train shall not exceed one hundred and thirty cars of
approximately one hundred ton capacity per car, unless CNX consents to the handling of alternate train size. 
  

	 	3.3	Train Scheduling 

 Shipper shall provide to CNX a Monthly train permitting and loading
schedule as soon as available, but no later than ten (10) days prior to the 1 51 day of the following month. 
  

	 	3.4	Train permitting and loading schedule shall be coordinated with and comply with the stockpile time allowance as described in these Terminal Service terms. 


 

	 	3.5	Trains shall be scheduled to arrive at CNX a minimum of forty-eight (48) hours prior to vessel loading schedule unless otherwise approved by CNX. 


 

	 	3.6	CNX shall have no liability to Shipper as a consequence of the railroad’s failure to meet any permit and schedule commitments. 


4.0. STOCKPILING AND STORAGE 
  

	 	4.1	Definition: 

 Stockpiling is an interim storage service for assembling of cargo at CNX. The
time allowance to assemble the cargo shall be as follows: 
  

					
	 Allowance
	  	Cargo Size (N.T.)	 
	 21 days
	  	 	up to 45,000	  
	 30 days
	  	 	over 45,000	  

 The time allowance shall be measured starting from the first day of the original vessel 10- day window
period. If a 10-day window period is not established, then the time allowance shall be measured starting from original vessel ETA or as otherwise agreed to by CNX. 
  

	 	4.2	It shall be specifically understood by the parties that storage of coal in excess of the time allowance set forth above and for purposes other than assembling cargo to meet Shipper’s cargo volumes is not
contemplated as part of CNX’s stockpiling services. 

  

	 	4.3	CNX will designate an area in its storage yard for assembling Shipper’s cargo based on the cargo requirements and schedule. 

  

	 	4.4	CNX will segregate Shipper’s cargo from any other coal concurrently in storage. 

  

	 	4.5	CNX shall not be required to shape, compact or re-handle the coal in storage. 

  

	 	4.6	Any representative of Shipper, or a representative of a financial institution providing credit to the Shipper, may at Shipper’s own risk and cost visually inspect and monitor any of its coal under the control of
CNX. The cost of any inspection or sampling service provided by CNX shall be payable by the Shipper. 

  

	 	4.7	Shipper shall assume all responsibility for any condition of coal heating and/or spontaneous combustion. 

  

	 	4.8	Extended Storage Cost: 

 Extended storage time exceeding the stockpiling time allowance
as described in these Terminal Service terms will be provided as an additional service and at a reasonable cost to Shipper. 
  

	 	4.9	Upon Shipper’s request, CNX Terminal shall issue Warehouse Receipts confirming the quantity of coal Shipper has in storage at CNX Terminal. 


5.0. CARGO BLENDING 
 A cargo blending
plan and services will be provided for each blended cargo. Based on the information provided by the Shipper, CNX will develop a specific cargo-blending plan for each cargo. It is understood by all parties that CNX shall use reasonable efforts to
cooperate with the Shipper in providing blending services to achieve the requirements for the total cargo. CNX does not in any way warrant or guarantee the results of the blending services and does not accept responsibility for the final quality of
the cargo. 
 6.0. VESSEL LOADING 
  

	 	6.1	Coal Cargo Shipping Rules and Regulations 

 The applicable terms for scheduling and loading of
vessels at CNX shall be as set forth in CNX’s “Coal Cargo Shipping Rules and Regulations”, which are incorporated herein by reference. 
  

	 	6.2	Shipper shall be responsible for the nominated and/or performing vessel’s compliance with the applicable Rules and Regulations. 


7.0. WEIGHING 
  

	 	7.1	CNX shall provide belt scale weight for all inbound and outbound shipments. Belt scales shall be certified and maintained in accordance with applicable codes of railroad, state and federal regulatory agencies.


  

	 	7.2	CNX fees payable by Shipper shall be based upon CNX ‘s outbound belt scale weight, unless an alternate means of weighing coal is agreed to by CNX. 


 

	 	7.3	If the inbound belt scale is out of service, CNX will so advise the railroad carrier who shall use its best effort to determine the weight of the coal by other methods such as the use of weigh-in-motion scales. If the
railroad carrier cannot provide an alternate weighing method, the weight of the coal shall be determined by some method mutually agreed upon by CNX and the Shipper. 


 

	 	7.4	If the Shipper has agreed to accept the CNX belt scale weight as the official weight for the loaded cargo and if CNX’s belt scale is out of service, CNX will provide a vessel draft weight at no cost to the Shipper.


 8.0. SAMPLING 
  

	 	8.1	Shipper shall maintain a separate contract with Sampling Associates International (“SAl”) to perform all sampling-related services in accordance with Terminal’s safety standards and procedures. All
charges associated with these sampling services shall be charged by SAl directly to Shipper. Shipper must receive written approval from Terminal prior to switching to another sampling company, such approval to not be unreasonably withheld.


 9.0. FORCE MAJEURE 
  

	 	9.1	CNX and the Shipper agree that the “Force Majeure” clause set forth in Section 7.1 of the Terminal Agreement shall apply with regard to these Terminal Services. 


 

			
	 ISSUE DATE: NOVEMBER,
 CNX MARINE TERMINALS
INC.
	  	 2013 COAL CARGO SHIPPING-TERMINAL SERVICES

BALTIMORE TERMINAL









 EXHIBIT B 

TERMINAL RULES AND REGULATIONS 

CNX MARINE TERMINALS INC. 

EXHIBIT B 
 COAL CARGO
SHIPPING 
 RULES AND REGULATIONS 

APPLICABLE TO 

BALTIMORE TERMINAL 

LOCATED AT 

BALTIMORE, MARYLAND 

ISSUED BY 
 CNX MARINE
TERMINALS INC. 
 3800 NEWGATE AVENUE BALTIMORE, MO 21224 U.S.A. 

410-631-6400 
 FAX 410-631-6425

 CNX MARINE TERMINALS INC. (CNX) 

BALTIMORE TERMINAL 

BALTIMORE, MD, U.S.A. 

COAL CARGO SHIPPING – RULES AND REGULATIONS 

							
			
	1.0	  	VESSEL NOMINATION	  	 	2	  
			
	2.0	  	NOTICE OF READINESS	  	 	3	  
			
	3.0	  	SPECIFICATIONS	  	 	3	  
			
	4.0	  	LOADING AND TRIMMING	  	 	4	  
			
	5.0	  	VESSEL REQUIREMENTS	  	 	4-5	  
			
	6.0	  	FORCE MAJEURE	  	 	5	  

 GENERAL: 
 The cargo(es)
shall be loaded always afloat in the customary manner at the CNX Terminal at Baltimore, Maryland, U.S.A. (“CNX”). Cargo(es) shall be loaded into vessels, scheduled by Shipper, in accordance with these Rules and Regulations. Notwithstanding
anything herein to the contrary, neither party shall be liable to the other party or make a claim for dispatch earned or demurrage incurred irrespective of any obligation that CNX or Shipper may have with a third party. 

1.0 VESSEL NOMINATION 
  

	 	1.1	A ten (I 0) day window shall be established as follows, but not greater than sixty (60) days from date requested. 


With at least: 
  

	 	a)	Thirty (30) days prior notice, Shipper shall request a ten (I 0) day window starting with an “odd” date of the month 

  

	 	1.2	Definitions: 

  

	 	a)	‘‘Arrived” shall mean the vessel is in the Port of Baltimore. 


	 	b)	The Port of Baltimore to include: 


	 	(i)	Customary waiting areas in the Port of Baltimore 


	 	(ii)	Annapolis Anchorage 

  

	 	c)	“On-time arrival” shall mean a vessel arriving in the Port of Baltimore within its ten (10) day window. 

  

	 	d)	“Early arrival” or “late arrival” shall mean a vessel arriving in the Port of Baltimore outside of its ten (I 0) day window. 


 

	 	e)	“In-inventory” shall mean all coal dumped to ground at CNX -OR- on rail at CNX as agreed to load direct to vessel. 

  

	 	f)	“Load-ready” shall mean the vessel has arrived, the coal is in inventory and the vessel is ready in all respects to receive cargo. 


 

	 	1.3	Vessel Arrival Guidelines: 

  

	 	a)	Only load-ready vessels will be considered to be placed into the queue. Exceptions shall be at the discretion of CNX management. 

  

	 	b)	Load ready, on-time arrivals shall be called to the berth in the order they enter the queue. 

  

	 	c)	Load-ready, earl y arrival s will be called to the berth if the berth is clear and the expected berth occupancy of the early arrival is less than the expected length of time until the next load-ready, on-time arrival.
If the berth is not clear, the vessel shall be deemed to enter the queue on the first day of its ten (10) day window. 

  

	 	d)	Load-ready, late arrivals will be called to the berth if the berth is clear and the expected berth occupancy of the late arrival is less than the expected length of time until the next load-ready, on-time arrival. If
the berth is not clear, the vessel shall enter the queue behind vessel{s) already in the queue at that time 

  

	 	1.4	Nomination of the performing vessel with customary vessel description shall be submitted as soon as available, but no later than four (4) days prior to Elf A at the Port of Baltimore. Another vessel with similar ETA may
be substituted for nominated vessel, provided the Terminal is given a minimum of forty-eight (48) hours’ notice of such substitution. 

  

	 	1.5	At least four (4) days prior to the performing vessel’s ETA at the Port of Baltimore, Shipper shall provide requirements for vessel loading, including loading and stowage plan, deballasting plan, trimming plan, and
any other specific vessel loading requirements. 

  

	 	1.6	The Shipper shall give nominated vessel or substitute, ETA notice I 0, 5, 2, I day (s) in advance of arrival at the Port of Baltimore. 


 

	 	1.7	If official weight is provided by the Terminal, on behalf of Shipper, a certified weight will be determined by certified belt scale as cargo is loaded. If Terminal cannot provide certified belt scale weight, a draft
survey weight, provided by a certified surveyor, will be used as the official weight. 

 2.0 NOTICE OF READINESS 

 

	 	2.1	Notice of Readiness may be tendered at any time, day or night SHINC, and Terminal will acknowledge for receipt only. In observance of the Thanksgiving Holiday, The Terminal will suspend operations from 07:00 every
fourth Thursday in November to 07:00 the following day. In observance of the Christmas Holiday, the Terminal will suspend operations from 19:00 hrs. on December 24th through 17:00 hrs. on December 26th. 


 

	 	2.2	Notice of Readiness may be given by cable, fax, telex, or e-mail. 

 3.0 SPECIFICATIONS 

 

	 	3.1	The Terminal advises that the specifications for the coal loading berth and loading facilities at Baltimore, MD are: 

  

			
	 Channel Depth
	  	50 ft.
	 Berth Depth
	  	50 ft.
	 Berth Working Length
	  	1150 ft.
	 Berth Working Width
	  	175 ft.
	 Air Draft (max)
	  	55 ft - MLLW.
	 Unrestricted Sailing Draft
	  	47 ft. 0 in. - MLLW
	 Restricted Sailing Draft (1)
	  	47 ft. 6 in. - MLLW
	 Loading Rate - Peak
	  	7500 TPH
	 Loading Rate – Typical Range
	  	4500 – 6500 TPH

 Note (1) Draft may be increased subject to Maryland Pilot Association approval & Terminal approval. 

 

	 	3.2	In no way does the Terminal warrant, guarantee, or represent the depth of the channel of the Port of Baltimore and/or the Chesapeake Bay. 


4.0 LOADING AND TRIMMING 
  

	 	4.1	The coal cargo shall be loaded and spout trimmed in accordance with the Master’s written instructions to the Master’s satisfaction in conformity with the la test edition of the IMO code and applicable
regulations. Provided not in default, the Terminal shall not be required to rehandle coal loaded or to load coal in a manner not in conformity with the performance characteristics of the shiploading equipment. 


 

	 	4.2	The coal cargo shall be loaded in such a manner to dispatch the vessel as expeditiously as possible utilizing the full capacity of the shiploading equipment, always provided loading is safe to vessel and in compliance
with all applicable regulations. 

  

	 	4.3	Prior to loading, the Shipper shall provide details regarding the nature of the material as required by the latest edition of the IMO code. The Terminal, on behalf of Shipper, will provide a copy of the certificate to
the Master. 

 5.0 VESSELS 
  

	 	5.1	The performing vessel shall comply with all applicable federal, state, local and port and harbor authority regulations in force. 

  

	 	5.2	Vessel shall present a Marine Surveyor’s certificate that the holds are clean and in all respects ready to receive coal. 

  

	 	5.3	The vessels to be loaded shall be (a) gearless single deck self-trimming bulk carriers; (b) combination vessels; (c) geared single deck self-trimming bulk carriers acceptable to the Terminal. 


 

	 	5.4	The vessel’s master shall be responsible for the safe docking and undocking of the vessel. Tugboats shall be used for all docking and undocking activity. On-board power and bow thrusters shall not be used alongside
berth. 

  

	 	5.5	lf vessel cannot be loaded in accordance to Master’s written stowage/loading plan, or be materially delayed in loading because of vessel’s fault (for instance, not being able to deballast within a
reasonable period of time), the Terminal may order the vessel to vacate the berth until such time that such deficiencies are overcome. 

  

	 	Vessel	shall provide gangway ladders with safety nets in compliance with local, state and federal regulations. 

  

	 	5.6	Customary Vessel Charges 

  

	 	a)	Line handling services to include both docking and undocking shall be charged at the rate of $1,500.00 per vessel as of the Effective Date under the Terminal Agreement. Such rate may be adjusted from time to time as
reasonably determined by the Terminal. 

  

	 	b)	Dockage Charge of $.62 per NRT per vessel effective as of the Effective Date in the Coal Cargo Shipping Agreement. Such Charge may be adjusted from time to time as reasonably determined by the Terminal.


  

	 	c)	Security Fee of $3.03 I linear foot (LOA) will be charged for all vessels docked at the CNX berth effective as of the Effective Date. Such Fee may be adjusted from time to time as reasonably determined by the
Terminal. 

  

	 	d)	Coal pier and berthing area shall not be used by vessel for any purpose other than cargo loading without the prior approval of the Terminal. Receiving or offloading of any materials, parts, stores or any other items is
prohibited without the prior approval of the Terminal. 

  

	 	e)	Rubbish, refuse or other materials related to the vessel must be removed; otherwise it will be removed by the Terminal at the expense of the vessel. No rubbish or material of any kind shall be dumped overboard from the
vessel. 

 6.0 FORCE MAJEURE 
  

	 	6.1	CNX and the Shipper hereby agree that the “Force Majeure” clause set forth in Section 7.1 of the Terminal Agreement shall apply with regard to these Coal Cargo Shipping Rules and Regulations.



  

			
	 ISSUE DATE: NOVEMBER, 2013
	  	COAL CARGO SHIPPING-TERMINAL SERVICES
	 CNX MARINE TERMINALS INC.
	  	BALTIMORE TERMINAL