EX-10.1


 Exhibit 10.1 

CUSIP #20855DAF2 
  

 
  

$2,000,000,000 REVOLVING CREDIT FACILITY 

AMENDED AND RESTATED 

CREDIT AGREEMENT 
 by
and among 
 CONSOL ENERGY INC. 

and 
 THE GUARANTORS
PARTY HERETO FROM TIME TO TIME 
 and 

THE LENDERS PARTY HERETO 

and 
 PNC BANK, NATIONAL
ASSOCIATION, 
 as the Administrative Agent 

and 
 BANK OF AMERICA,
N.A., 
 as the Syndication Agent 
  

 
 CREDIT SUISSE
AG and 
 JPMORGAN CHASE BANK, N.A., 

as Co-Documentation Agents 

and 
 PNC CAPITAL
MARKETS LLC, 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

CREDIT SUISSE SECURITIES (USA) LLC and 

J.P. MORGAN SECURITIES LLC, 

as Joint Lead Arrangers and Joint Bookrunners 

Dated as of June 18, 2014 
  

 
  






 TABLE OF CONTENTS 

 

											
	 	  	 	  	 	  	 	  	Page	 
			
	1.	  	CERTAIN DEFINITIONS	  			
				
		  	1.1	  	 Certain Definitions.
	  	 	1	  
		  	1.2	  	 Construction.
	  	 	52	  
		  	1.3	  	 Accounting Principles.
	  	 	53	  
		  	1.4	  	 Valuations.
	  	 	53	  
		  	1.5	  	 Letter of Credit Amounts.
	  	 	54	  
			
	2.	  	REVOLVING CREDIT AND SWING LOAN FACILITIES	  			
				
		  	2.1	  	 Commitments.
	  	 	54	  
		  		  	2.1.1	  	 Revolving Credit Loans.
	  	 	54	  
		  		  	2.1.2	  	 Swing Loans.
	  	 	54	  
		  	2.2	  	 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.
	  	 	54	  
		  	2.3	  	 Commitment Fees.
	  	 	55	  
		  	2.4	  	 Voluntary Commitment Reduction.
	  	 	55	  
		  	2.5	  	 Loan Requests.
	  	 	55	  
		  		  	2.5.1	  	 Revolving Credit Loan Requests.
	  	 	55	  
		  		  	2.5.2	  	 Swing Loan Requests.
	  	 	56	  
		  	2.6	  	 Making and Repayment of Loans.
	  	 	56	  
		  		  	2.6.1	  	 Making Revolving Credit Loans.
	  	 	56	  
		  		  	2.6.2	  	 Presumptions by the Administrative Agent.
	  	 	56	  
		  		  	2.6.3	  	 Making Swing Loans.
	  	 	57	  
		  		  	2.6.4	  	 Repayment of Loans.
	  	 	57	  
		  	2.7	  	 Notes.
	  	 	57	  
		  		  	2.7.1	  	 Revolving Credit Notes.
	  	 	57	  
		  		  	2.7.2	  	 Swing Loan Note.
	  	 	57	  
		  	2.8	  	 Use of Proceeds.
	  	 	57	  
		  	2.9	  	 Borrowing Base.
	  	 	57	  
		  	2.10	  	 Letters of Credit.
	  	 	59	  
		  		  	2.10.1	  	 Issuance of Letters of Credit.
	  	 	59	  
		  		  	2.10.2	  	 Letter of Credit Fees.
	  	 	61	  
		  		  	2.10.3	  	 Participations, Disbursements, Reimbursement.
	  	 	61	  
		  		  	2.10.4	  	 Repayment of Participation Advances.
	  	 	62	  
		  		  	2.10.5	  	 Documentation.
	  	 	63	  
		  		  	2.10.6	  	 Determinations to Honor Drawing Requests.
	  	 	63	  
		  		  	2.10.7	  	 Nature of Participation and Reimbursement Obligations.
	  	 	63	  
		  		  	2.10.8	  	 Indemnity.
	  	 	65	  
		  		  	2.10.9	  	 Liability for Acts and Omissions.
	  	 	65	  
		  		  	2.10.10	  	 Cash Collateral Prior to the Expiration Date.
	  	 	66	  
		  		  	2.10.11	  	 Issuing Lender Reporting Requirements.
	  	 	66	  
		  	2.11	  	 Borrowings to Repay Swing Loans.
	  	 	67	  
		  	2.12	  	 Increase in Revolving Credit Commitments.
	  	 	67	  
		  	2.13	  	 Defaulting Lenders.
	  	 	69	  


  
 -i- 








											
	3.	  	RESERVED	  			
			
	4.	  	INTEREST RATES	  			
				
		  	4.1	  	 Interest Rate Options.
	  	 	70	  
		  		  	4.1.1	  	 Interest Rate Options; Swing Line Interest Rate.
	  	 	71	  
		  		  	4.1.2	  	 Rate Quotations.
	  	 	71	  
		  	4.2	  	 Interest Periods.
	  	 	71	  
		  	4.3	  	 Interest After Default.
	  	 	72	  
		  	4.4	  	 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.
	  	 	72	  
		  		  	4.4.1	  	 Unascertainable.
	  	 	72	  
		  		  	4.4.2	  	 Illegality; Increased Costs; Deposits Not Available.
	  	 	72	  
		  		  	4.4.3	  	 Administrative Agent’s and Lender’s Rights.
	  	 	73	  
		  	4.5	  	 Selection of Interest Rate Options.
	  	 	73	  
			
	5.	  	PAYMENTS	  			
				
		  	5.1	  	 Payments.
	  	 	73	  
		  	5.2	  	 Pro Rata Treatment of Lenders.
	  	 	74	  
		  	5.3	  	 Sharing of Payments by Lenders.
	  	 	74	  
		  	5.4	  	 Presumptions by Administrative Agent.
	  	 	75	  
		  	5.5	  	 Interest Payment Dates.
	  	 	75	  
		  	5.6	  	 Prepayments.
	  	 	75	  
		  		  	5.6.1	  	 Right to Prepay.
	  	 	75	  
		  		  	5.6.2	  	 Replacement of a Lender.
	  	 	76	  
		  		  	5.6.3	  	 Designation of a Different Lending Office.
	  	 	77	  
		  		  	5.6.4	  	 Mandatory Prepayments.
	  	 	77	  
		  	5.7	  	Increased Costs.	  	 	78	  
		  		  	5.7.1	  	 Increased Costs Generally.
	  	 	78	  
		  		  	5.7.2	  	 Capital Requirements.
	  	 	78	  
		  		  	5.7.3	  	 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans.
	  	 	79	  
		  		  	5.7.4	  	 Delay in Requests.
	  	 	79	  
		  	5.8	  	Taxes.	  	 	79	  
		  		  	5.8.1	  	 Payments Free of Taxes.
	  	 	79	  
		  		  	5.8.2	  	 Payment of Other Taxes by the Borrower.
	  	 	79	  
		  		  	5.8.3	  	 Indemnification by the Borrower.
	  	 	80	  
		  		  	5.8.4	  	 Evidence of Payments.
	  	 	80	  
		  		  	5.8.5	  	 Status of Lenders.
	  	 	80	  
		  		  	5.8.6	  	 Refunds.
	  	 	82	  
		  		  	5.8.7	  	 Definition of Lender.
	  	 	82	  
		  	5.9	  	 Indemnity.
	  	 	82	  
		  	5.10	  	 Settlement Date Procedures.
	  	 	83	  
		  	5.11	  	 Borrowing Base Deficiency.
	  	 	83	  
			
	6.	  	REPRESENTATIONS AND WARRANTIES	  			
				
		  	6.1	  	 Organization and Qualification.
	  	 	84	  
		  	6.2	  	 [Reserved.]
	  	 	84	  
		  	6.3	  	 Subsidiaries.
	  	 	84	  
		  	6.4	  	 Power and Authority.
	  	 	84	  


  
 -ii- 








											
		  	6.5	  	 Validity and Binding Effect.
	  	 	84	  
		  	6.6	  	 No Conflict.
	  	 	85	  
		  	6.7	  	 Litigation.
	  	 	85	  
		  	6.8	  	 Title to Properties.
	  	 	85	  
		  	6.9	  	 Financial Statements.
	  	 	86	  
		  	6.10	  	 Use of Proceeds.
	  	 	86	  
		  	6.11	  	 Liens in the Collateral.
	  	 	86	  
		  	6.12	  	 Full Disclosure.
	  	 	87	  
		  	6.13	  	 Taxes.
	  	 	87	  
		  	6.14	  	 Consents and Approvals.
	  	 	88	  
		  	6.15	  	 No Event of Default; Compliance with Instruments.
	  	 	88	  
		  	6.16	  	 Patents, Trademarks, Copyrights, Licenses, Permits, Etc.
	  	 	88	  
		  	6.17	  	 Solvency.
	  	 	88	  
		  	6.18	  	 Producing Wells.
	  	 	88	  
		  	6.19	  	 Insurance.
	  	 	89	  
		  	6.20	  	 Compliance with Laws.
	  	 	89	  
		  	6.21	  	 Material Contracts; Burdensome Restrictions.
	  	 	89	  
		  	6.22	  	 Investment Companies; Regulated Entities.
	  	 	89	  
		  	6.23	  	 ERISA Compliance.
	  	 	89	  
		  	6.24	  	 Employment Matters; Coal Act; Black Lung Act.
	  	 	90	  
		  	6.25	  	 Environmental Matters.
	  	 	90	  
		  	6.26	  	 Anti-Terrorism Laws
	  	 	91	  
		  	6.27	  	 Gas Imbalances.
	  	 	91	  
			
	7.	  	 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
	  			
				
		  	7.1	  	 First Loans and Letters of Credit.
	  	 	91	  
		  		  	7.1.1	  	 Deliveries.
	  	 	91	  
		  		  	7.1.2	  	 Payment of Fees.
	  	 	94	  
		  	7.2	  	 Each Additional Loan or Letter of Credit.
	  	 	94	  
			
	8.	  	 COVENANTS
	  			
				
		  	8.1	  	 Affirmative Covenants.
	  	 	95	  
		  		  	8.1.1	  	 Preservation of Existence, Etc.
	  	 	95	  
		  		  	8.1.2	  	 Payment of Liabilities, Including Taxes, Etc.
	  	 	95	  
		  		  	8.1.3	  	 Maintenance of Insurance.
	  	 	95	  
		  		  	8.1.4	  	 Maintenance of Properties.
	  	 	96	  
		  		  	8.1.5	  	 Maintenance of Patents, Trademarks, Etc.
	  	 	96	  
		  		  	8.1.6	  	 Visitation Rights.
	  	 	97	  
		  		  	8.1.7	  	 Keeping of Records and Books of Account.
	  	 	97	  
		  		  	8.1.8	  	 Further Assurances.
	  	 	97	  
		  		  	8.1.9	  	 Additional Guarantors.
	  	 	97	  
		  		  	8.1.10	  	 Compliance with Laws.
	  	 	98	  
		  		  	8.1.11	  	 Use of Proceeds.
	  	 	98	  
		  		  	8.1.12	  	 Subordination of Intercompany Loans.
	  	 	98	  
		  		  	8.1.13	  	 Anti-Terrorism Laws; Foreign Corrupt Practices Act.
	  	 	98	  
		  		  	8.1.14	  	 Compliance with Certain Contracts.
	  	 	99	  
		  		  	8.1.15	  	 Certain Additional Assurances Regarding Maintenance and Operations of Properties.
	  	 	99	  
		  		  	8.1.16	  	 Lease Agreements
	  	 	99	  


  
 -iii- 








											
		 		  	8.1.17	  	 Collateral.
	  	 	100	  
		 		  	8.1.18	  	 Title Information.
	  	 	103	  
		 		  	8.1.19	  	 Maintenance of Permits.
	  	 	104	  
		 		  	8.1.20	  	 Post-Closing Matters.
	  	 	104	  
		 	8.2	  	 Negative Covenants.
	  	 	104	  
		 		  	8.2.1	  	 Indebtedness.
	  	 	104	  
		 		  	8.2.2	  	 Liens.
	  	 	106	  
		 		  	8.2.3	  	 Designation of Unrestricted Subsidiaries.
	  	 	106	  
		 		  	8.2.4	  	 Loans and Investments.
	  	 	107	  
		 		  	8.2.5	  	 Restricted Payments.
	  	 	109	  
		 		  	8.2.6	  	 Liquidations, Mergers, Consolidations, Acquisitions.
	  	 	111	  
		 		  	8.2.7	  	 Dispositions.
	  	 	112	  
		 		  	8.2.8	  	 Affiliate Transactions.
	  	 	114	  
		 		  	8.2.9	  	 Change in Business.
	  	 	116	  
		 		  	8.2.10	  	 Fiscal Year.
	  	 	116	  
		 		  	8.2.11	  	 Amendments to Organizational Documents or Certain Other Indebtedness.
	  	 	116	  
		 		  	8.2.12	  	 Swaps.
	  	 	117	  
		 		  	8.2.13	  	 Sale of Proved Reserves; Pooling.
	  	 	118	  
		 		  	8.2.14	  	 Financial Covenants.
	  	 	118	  
		 		  	8.2.15	  	 Restrictions on Distributions from Restricted Subsidiaries.
	  	 	118	  
		 		  	8.2.16	  	 Negative Pledge Agreements.
	  	 	120	  
		 	8.3	  	 Reporting Requirements.
	  	 	122	  
		 		  	8.3.1	  	 Quarterly Financial Statements.
	  	 	122	  
		 		  	8.3.2	  	 Annual Financial Statements.
	  	 	122	  
		 		  	8.3.3	  	 SEC Website.
	  	 	123	  
		 		  	8.3.4	  	 Certificate of the Borrower.
	  	 	123	  
		 		  	8.3.5	  	 Notice of Default.
	  	 	123	  
		 		  	8.3.6	  	 Certain Events.
	  	 	123	  
		 		  	8.3.7	  	 Budgets, Forecasts, Other Reports and Information.
	  	 	124	  
		 		  	8.3.8	  	 Reserve Reports.
	  	 	124	  
			
	9.	 	 DEFAULT
	  			
				
		 	9.1	  	 Events of Default.
	  	 	126	  
		 		  	9.1.1	  	 Payments Under Loan Documents.
	  	 	126	  
		 		  	9.1.2	  	 Breach of Warranty.
	  	 	126	  
		 		  	9.1.3	  	 Breach of Certain Covenants.
	  	 	126	  
		 		  	9.1.4	  	 Breach of Other Covenants.
	  	 	126	  
		 		  	9.1.5	  	 Defaults in Other Agreements or Indebtedness.
	  	 	126	  
		 		  	9.1.6	  	 Final Judgments or Orders.
	  	 	127	  
		 		  	9.1.7	  	 Loan Document Unenforceable.
	  	 	127	  
		 		  	9.1.8	  	 Inability to Pay Debts.
	  	 	127	  
		 		  	9.1.9	  	 ERISA.
	  	 	127	  
		 		  	9.1.10	  	 Change of Control.
	  	 	127	  
		 		  	9.1.11	  	 [Reserved].
	  	 	127	  
		 		  	9.1.12	  	 Involuntary Proceedings.
	  	 	127	  
		 		  	9.1.13	  	 Voluntary Proceedings.
	  	 	128	  
		 	9.2	  	 Consequences of Event of Default.
	  	 	128	  
		 		  	9.2.1	  	 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.
	  	 	128	  


  
 -iv- 








											
		  		  	9.2.2	  	 Bankruptcy, Insolvency or Reorganization Proceedings.
	  	 	128	  
		  		  	9.2.3	  	 Set-off.
	  	 	129	  
		  		  	9.2.4	  	 [Reserved].
	  	 	129	  
		  		  	9.2.5	  	 Application of Proceeds.
	  	 	129	  
		  		  	9.2.6	  	 Collateral Agent
	  	 	130	  
		  		  	9.2.7	  	 Other Rights and Remedies.
	  	 	130	  
		  	9.3	  	 Notice of Sale.
	  	 	131	  
		
	10.	  	 THE ADMINISTRATIVE AGENT
	   

				
		  	10.1	  	 Appointment and Authority.
	  	 	131	  
		  	10.2	  	 Rights as a Lender.
	  	 	131	  
		  	10.3	  	 Exculpatory Provisions.
	  	 	131	  
		  	10.4	  	 Reliance by Agents.
	  	 	132	  
		  	10.5	  	 Delegation of Duties.
	  	 	133	  
		  	10.6	  	 Resignation of Agents.
	  	 	133	  
		  	10.7	  	 Non-Reliance on Administrative Agent and Other Lenders.
	  	 	134	  
		  	10.8	  	 No Other Duties, Etc.
	  	 	134	  
		  	10.9	  	 Administrative Agent’s Fee.
	  	 	134	  
		  	10.10	  	 Authorization to Release Collateral and Guarantors; Certain Amendments.
	  	 	134	  
		  	10.11	  	 No Reliance on Administrative Agent’s Customer Identification Program.
	  	 	135	  
		  	10.12	  	 Withholding Tax.
	  	 	136	  
			
	11.	  	 MISCELLANEOUS
	  			
				
		  	11.1	  	 Modifications, Amendments or Waivers.
	  	 	136	  
		  		  	11.1.1	  	 Required Consents.
	  	 	136	  
		  		  	11.1.2	  	 Amendments Affecting the Administrative Agent, Etc.
	  	 	137	  
		  		  	11.1.3	  	 Non-Consenting Lenders.
	  	 	138	  
		  		  	11.1.4	  	 Defaulting Lenders.
	  	 	138	  
		  	11.2	  	 No Implied Waivers; Cumulative Remedies.
	  	 	138	  
		  	11.3	  	 Expenses; Indemnity; Damage Waiver.
	  	 	138	  
		  		  	11.3.1	  	 Costs and Expenses.
	  	 	138	  
		  		  	11.3.2	  	 Indemnification by the Borrower.
	  	 	139	  
		  		  	11.3.3	  	 Reimbursement by Lenders.
	  	 	139	  
		  		  	11.3.4	  	 Waiver of Consequential Damages, Etc.
	  	 	140	  
		  		  	11.3.5	  	 Payments.
	  	 	140	  
		  	11.4	  	 Holidays.
	  	 	140	  
		  	11.5	  	 Notices; Effectiveness; Electronic Communication.
	  	 	140	  
		  		  	11.5.1	  	 Notices Generally.
	  	 	140	  
		  		  	11.5.2	  	 Electronic Communications.
	  	 	141	  
		  		  	11.5.3	  	 Change of Address, Etc.
	  	 	141	  
		  	11.6	  	 Severability.
	  	 	141	  
		  	11.7	  	 Duration; Survival.
	  	 	141	  
		  	11.8	  	 Successors and Assigns.
	  	 	142	  
		  		  	11.8.1	  	 Successors and Assigns Generally.
	  	 	142	  
		  		  	11.8.2	  	 Assignments by Lenders.
	  	 	142	  
		  		  	11.8.3	  	 Register.
	  	 	143	  
		  		  	11.8.4	  	 Participations.
	  	 	144	  
		  		  	11.8.5	  	 Limitations upon Participant Rights.
	  	 	144	  
		  		  	11.8.6	  	 Certain Pledges; Successors and Assigns Generally.
	  	 	145	  


  
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		 	11.9	  	  
	 Confidentiality.
	  	 	145	  
		 		  	 	11.9.1	  	  	 General.
	  	 	145	  
		 		  	 	11.9.2	  	  	 Sharing Information With Affiliates of the Lenders.
	  	 	145	  
		 	11.10	  	  
	 Counterparts; Integration; Effectiveness.
	  	 	146	  
		 	11.11	  	  
	 Governing Law, Etc.
	  	 	146	  
		 		  	 	11.11.1	  	  	 Governing Law.
	  	 	146	  
		 		  	 	11.11.2	  	  	 SUBMISSION TO JURISDICTION.
	  	 	146	  
		 		  	 	11.11.3	  	  	 WAIVER OF VENUE.
	  	 	147	  
		 		  	 	11.11.4	  	  	 SERVICE OF PROCESS.
	  	 	147	  
		 		  	 	11.11.5	  	  	 WAIVER OF JURY TRIAL.
	  	 	147	  
		 	11.12	  	  
	 Certain Collateral Matters.
	  	 	147	  
		 	11.13	  	  
	 USA Patriot Act Notice.
	  	 	148	  
		 	11.14	  	  
	 No Fiduciary Duty.
	  	 	148	  
		 	11.15	  	  
	 Amendment and Restatement.
	  	 	148	  


  
 -vi- 







 LIST OF SCHEDULES AND EXHIBITS 

SCHEDULES 
  

			
	Schedule 1.1(A)	  	Pricing Grid
	Schedule 1.1(B)	  	Commitments of Lenders
	Schedule 1.1(R)	  	Real Property
	Schedule 1.1(S)	  	Specified Swap Agreements
	Schedule 2.10.1	  	Existing Letters of Credit
	Schedule 6.1	  	Qualifications To Do Business
	Schedule 6.3	  	Subsidiaries
	Schedule 6.11	  	Pledged Securities
	Schedule 6.19	  	Insurance Policies
	Schedule 7.1.1(j)	  	Security Documents
	Schedule 7.1.1(k)	  	Lien Searches
	Schedule 7.1.1(n)	  	Improved Real Property
	Schedule 8.1.16	  	Retained Leases
	Schedule 8.1.17	  	Excluded Properties
	Schedule 8.1.20	  	Post-Closing Matters
	Schedule 8.2.1	  	Existing Indebtedness
	Schedule 8.2.2	  	Existing Liens
	Schedule 8.2.4	  	Existing Investments
	Schedule 8.2.4(y)	  	CCC Disposed Entities Operating Leases
	Schedule 8.2.8	  	Existing Affiliate Transactions
	Schedule 8.2.15	  	Existing Restrictions on Subsidiaries
	Schedule 8.2.16	  	Existing Negative Pledge Agreements
	Schedule 11.5.1	  	Notice Information

 EXHIBITS 
  

			
	Exhibit 1.1(A)	  	Assignment and Assumption Agreement
	Exhibit 1.1(B)	  	New Lender Joinder
	Exhibit 1.1(G)(1)	  	Guarantor Joinder
	Exhibit 1.1(G)(2)	  	Guaranty Agreement
	Exhibit 1.1(I)(1)	  	Indemnity
	Exhibit 1.1(I)(2)	  	Intercompany Subordination Agreement
	Exhibit 1.1(N)(1)	  	Revolving Credit Note
	Exhibit 1.1(N)(2)	  	Swing Loan Note
	Exhibit 1.1(P)(1)	  	Perfection Certificate
	Exhibit 1.1(P)(2)	  	Perfection Certificate Supplement
	Exhibit 1.1(M)	  	Mortgage
	Exhibit 2.5.1	  	Loan Request
	Exhibit 2.5.2	  	Swing Loan Request
	Exhibit 7.1.1(d)(i)	  	Opinion of Counsel (In House Counsel)
	Exhibit 7.1.1(d)(ii)	  	Opinion of Counsel (Latham & Watkins LLP)
	Exhibit 7.1.1(d)(iii)	  	Opinion of Local Counsel
	Exhibit 8.2.6	  	Acquisition Certificate
	Exhibit 8.3.4	  	Quarterly Compliance Certificate


  
 -vii- 







 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is dated as of June 18, 2014 and is made by and among
CONSOL ENERGY INC., a Delaware corporation (“CEI”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., as syndication agent (in
such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders under this Agreement (in such capacity, the “Administrative Agent”). 

WITNESSETH: 
 WHEREAS, CEI,
certain of its Subsidiaries, the lenders party thereto, Bank of America, N.A., in its capacity as syndication agent, and PNC Bank, National Association, in its capacity as administrative agent, entered into that certain Amended and Restated Credit
Agreement, dated as of April 12, 2011 (as amended prior to the date hereof, the “Existing CONSOL Credit Agreement”); 

WHEREAS, CNX Gas, certain of its Subsidiaries, the lenders party thereto, Bank of America, N.A., in its capacity as syndication agent, and
PNC Bank, National Association, in its capacity as administrative agent, entered into that certain Amended and Restated Credit Agreement, dated as of April 12, 2011 (as amended prior to the date hereof, the “Existing CNX Gas Credit
Agreement” and, together with the Existing CONSOL Credit Agreement, the “Existing Credit Agreements”); 

WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreements as set forth herein; 

WHEREAS, the Borrower under this Agreement will assume all the rights and obligations of CNX Gas under the Existing CNX Gas Credit Agreement;

 WHEREAS, the Lenders agree to amend and restate the Existing Credit Agreements subject to the terms and conditions in this Agreement;
and 
 WHEREAS, the liens, security interests and guaranties securing and supporting each of the Existing Credit Agreements shall continue
to secure and support the Obligations as amended and restated pursuant to this Agreement. 
 NOW, THEREFORE, the parties hereto, in
consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows: 

1. CERTAIN DEFINITIONS 
  

	 	1.1	Certain Definitions. 

 In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: 

“Account” shall have the meaning set forth in the Security Agreement. 

“Acquisition Swap Agreements” shall have the meaning assigned to such term in Section 8.2.12(b) [Swaps]. 






 “Active Coal Assets” shall mean Coal Assets that, at the time the definitive
agreement relating to the Disposition thereof is entered into, are used in, or are part of, coal mining operations that are active at such time or were active within the twelve months preceding such time. 

“Administrative Agent” shall have the meaning specified in the preamble hereto. 

“Administrative Agent’s Fee” shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].

 “Administrative Agent’s Letter” shall have the meaning specified in Section 10.9 [Administrative Agent’s
Fee]. 
 “Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings. 
 “Affiliate Transaction” shall have the meaning
assigned to such term in Section 8.2.8 [Affiliate Transactions]. 
 “Agreement” shall have the meaning specified in
the preamble hereto. 
 “Alternate Reserve Report” shall mean a report, in form and detail reasonably satisfactory to the
Administrative Agent, the Syndication Agent and the Applicable Borrowing Base Lenders, on reserves updated internally by petroleum engineers who are employees or agents of the Borrower or any of its Subsidiaries making adjustments for any changes in
production volumes, expenses, and for dispositions of properties subsequent to the effective date of the information contained in, and based upon, the immediately preceding Reserve Report and, at the Borrower’s option, for any acquisitions of
properties not included in the immediately preceding Reserve Report or the restoration to the Borrowing Base Properties of properties previously removed from the Borrowing Base Properties by the Borrower. 

“Anti-Terrorism Laws” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export
licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. 

“Applicable Borrowing Base Lenders” shall mean the Required Borrowing Base Lenders or the Required Increasing Borrowing Base
Lenders, as applicable. 
 “Applicable Commitment Fee Rate” shall mean the percentage rate per annum based on the
Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.” 

“Applicable Date” shall have the meaning assigned to such term in Section 2.9(b) [Borrowing Base]. 

  
 -2- 







 “Applicable Letter of Credit Fee Rate” shall mean the percentage rate per annum
based on the Utilization Percentage then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.” 

“Applicable Margin” shall mean, as applicable: 
  

	 	(1)	the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Utilization Percentage then in effect according to the pricing grid on
Schedule 1.1(A) below the heading “Base Rate Spread,” or 

  

	 	(2)	the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based on the Utilization Percentage then in effect according to the pricing grid on
Schedule 1.1(A) below the heading “LIBOR Rate Spread.” 

 “Applicable Notes Indenture
Cap” shall mean the maximum amount of Indebtedness permitted under Section 4.03(b) of the indentures governing the 8.250% Senior Notes due 2020 and the 6.375% Senior Notes due 2021 and Section 3.2(1) of the Existing 2022 Notes
Indenture (or analogous provisions of indentures governing Permitted Unsecured Notes incurred after the Closing Date), as such section is in effect from time to time; provided that if such section in the different indentures permit different
amounts of Indebtedness, the most restrictive provision shall govern for purposes of this definition. 
 “Approved
Counterparty” shall have the meaning assigned to such term in the definition of “Permitted Commodity Swap Agreement.” 

“Approved Fund” shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Assignment and Assumption Agreement” shall mean an assignment and assumption agreement entered into by a Lender and an
assignee permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A). 

“Assumption” shall have the meaning assigned to such term in the definition of “Separation Transaction”. 

“Authorized Financial Officer” of any Person shall mean the chief financial officer, treasurer or vice-president finance of
such Person or, if there is no chief financial officer, treasurer or vice-president finance of such Person, a vice president of such Person, designated by such Person as being a financial officer authorized to deliver and certify financial
information on behalf of the Loan Parties required hereunder. 
 “Authorized Officer” shall mean, with respect to any Loan
Party, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute
notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent. 

  
 -3- 







 “Average Life” shall mean, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing 
  

	 	(1)	the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by 

  

	 	(2)	the sum of all such payments. 

 “Baltimore Dock Facility” shall mean that
certain terminal, storage, loading and dock facility, including all facilities and equipment supporting such facility, located in Baltimore, Maryland owned as of the Closing Date by CNX Marine Terminals, Inc., including all related easements, rights
of way and the similar interests used or useful in connection with such facility. 
 “Base Date” shall mean the Closing
Date. 
 “Base Rate” shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of
(a) the Federal Funds Open Rate, plus 0.5%, (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of
business on the day such change occurs. 
 “Base Rate Option” shall mean the option of the Borrower to have Loans bear
interest at the rate and under the terms set forth in Section 4.1.1(a) [Revolving Credit Base Rate Option]. 
 “Beneficial
Owner” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3)
of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings. For purposes of this definition, a Person shall be deemed not to
Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related
transactions contemplated thereby. 
 “Black Lung Act” shall mean, collectively, the Black Lung Benefits Revenue Act of
1977, as amended and the Black Lung Benefits Reform Act of 1977, as amended. 
 “Blocked Person” shall have the meaning
specified in Section 6.26(b) [Executive Order No. 13224]. 
 “Board of Directors” shall mean the Board of
Directors of the Borrower or any committee thereof duly authorized to act on behalf of such Board. 
 “Board Resolution”
shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Borrower to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification. 

“Borrower” shall mean, prior to the Assumption, CEI, and following the Assumption, the Gas Holding Company. 

  
 -4- 







 “Borrowing Base” shall mean, at any time, the value of the Borrowing Base
Properties, determined in accordance with Section 2.9 [Borrowing Base], as adjusted pursuant to the terms hereof, and calculated in good faith using the Syndication Agent’s or Administrative Agent’s usual and customary criteria for
gas reserve evaluation and approved by the Applicable Borrowing Base Lenders. 
 “Borrowing Base Deficiency” shall mean
the amount by which the Revolving Facility Usage exceeds the Borrowing Base. 
 “Borrowing Base Properties” shall mean
those Proved Reserves included by the Borrower in the most recent Reserve Report from which the determination of the Borrowing Base is made hereunder which are (a) owned by any Gas Loan Party, (b) located in the United States or such other
location that is designated in writing by Borrower to the Syndication Agent and which designation is acceptable to the Syndication Agent and the Applicable Borrowing Base Lenders and (c) free of all Liens, other than the Permitted Liens. 

“Borrowing Date” shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof
at or to the same or a different Interest Rate Option, which shall be a Business Day. 
 “Borrowing Tranche” shall mean
specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period
shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. 

“Business Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are
authorized or required to be closed for business in Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings are carried on in the Relevant
Interbank Market. 
 “Capital Lease Obligation” shall mean an obligation that is required to be classified and accounted
for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated
Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. Notwithstanding the foregoing, any
lease (whether entered into before or after the Closing Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Closing Date will be deemed not to represent a Capital Lease Obligation. 

“Capital Stock” of any Person means (1) in the case of a corporation, corporate stock; (2) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from
all of the foregoing any debt securities exercisable for, exchangeable for or convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Cash Collateralize” shall mean to pledge and deposit with or deliver to Administrative Agent, for the benefit of each
applicable Issuing Lender, as collateral for the Letter of Credit Obligations, 

  
 -5- 







 
cash or deposit account balances pursuant to documentation reasonably satisfactory to Administrative Agent and each applicable Issuing Lender (which documents are hereby consented to by the
Lenders). Such cash collateral shall be maintained in blocked deposit accounts at the Administrative Agent. At the option of the applicable Issuing Lender, in lieu of cash collateral, the applicable Letter of Credit Obligations may be supported by
one or more back-to-back letters of credit in form and from institutions satisfactory to such Issuing Lender, and such arrangement shall also be within the meaning of Cash Collateralize. The term “Cash Collateral” shall have a correlative
meaning. 
 “Cash on Hand” shall mean, as of any date of determination, an amount equal to (i) the aggregate amount
of unrestricted cash and Temporary Cash Investments of the Loan Parties as of such date plus (ii) the aggregate amount of cash and Temporary Cash Investments of the Loan Parties pledged to the Collateral Agent in favor of the Secured Parties to
secure the Obligation as of such date. 
 “Casualty Event” shall mean, with respect to any assets of any Loan Party, any
damage to or destruction of, or any condemnation or other taking (including by any Official Body) of, any such assets that occurs after the Closing Date for which the Borrower or any other Loan Party receives insurance proceeds or proceeds of a
condemnation award or any other compensation; provided, however, no such event or series of related events shall constitute a Casualty Event if such proceeds or other compensation in respect thereof is less than the Threshold Amount in
the aggregate with respect to such event or series of related events. Casualty Event shall include but not be limited to any taking of all or any part of any real property of the Borrower or any other Loan Party in or by condemnation or other
eminent domain proceedings pursuant to any Law, or by reason of the temporary requisition or the use or occupancy of all or any part of any real property by any Official Body, civil or military. 

“CCC” shall mean Consolidation Coal Company, a Delaware corporation. 

“CCC Disposed Entities” shall mean CCC and its Subsidiaries immediately prior to the closing of the CCC Transaction. 

“CCC Transaction” shall mean the sale on December 5, 2013 of all of the Capital Stock of CCC (which owns the other CCC
Disposed Entities) to Ohio Valley Resources, Inc., as described in (i) the Current Report on Form 8-K filed by the Borrower with the Securities and Exchange Commission on October 31, 2013 and (ii) the press release issued by the
Borrower on October 28, 2013. 
 “CEI” shall mean CONSOL Energy Inc., a Delaware corporation. 

“CFC” shall mean a “controlled foreign corporation” as defined in Section 957 of the Code. 

“CFC Holdco” shall mean a Subsidiary that owns no material assets other than Equity Interests in one or more Foreign
Subsidiaries that are CFCs. 
 “Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) 

  
 -6- 







 
or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law,” regardless of the date enacted, adopted, issued, promulgated or implemented. 
 “Change of Control” shall mean:

  

	 	(1)	the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
Beneficial Owner, directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Borrower; 

  

	 	(2)	the shareholders of the Borrower shall have approved any plan of liquidation or dissolution of the Borrower; 

  

	 	(3)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the
Borrower (including Equity Interests of Restricted Subsidiaries) and its Subsidiaries, taken as a whole, to any Person other than a Restricted Subsidiary (it being understood that a Separation Transaction shall not constitute the sale or other
transfer of all or substantially all of the assets of the Borrower and the Restricted Subsidiaries nor shall it be factored into any future determination of whether there has been such a sale or transfer); or 


 

	 	(4)	a “change of control” or similar event occurred under any agreement governing any Publicly Traded Debt Securities. 


Notwithstanding the preceding, (i) a conversion of the Borrower or any Restricted Subsidiary from a corporation, limited partnership, limited liability
company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or (ii) an exchange of all of the outstanding Capital Stock in one form of entity for Capital Stock in another form of
entity shall not constitute a Change of Control, so long as immediately following such conversion or exchange the “persons” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) who Beneficially Owned the Capital Stock of
the Borrower immediately prior to such transactions continue to Beneficially Own all or substantially all of the Voting Stock of such entity. 

“CIP Regulations” shall have the meaning assigned to such term in Section 10.11 [No Reliance on Administrative
Agent’s Customer Identification Program]. 
 “Closing Date” shall mean the date of this Agreement. 

“CNI Base Date” shall mean January 1, 2014. 

“CNX Funding” shall mean CNX Funding Corporation, a Delaware corporation. 

“CNX Gas” shall mean CNX Gas Corporation, a Delaware corporation. 

“Coal” shall mean all types of solid naturally occurring hydrocarbons (other than oil shale or Gilsonite), including
bituminous and sub-bituminous coal, and lignite. 
 “Coal Act” shall mean the Coal Industry Retiree Health Benefits Act of
1992, as amended. 

  
 -7- 







 “Coal Assets” shall mean Coal reserves or other property or assets related to
Coal mining or operations. 
 “Coal Gas” shall mean occluded methane gas and all associated natural gas and other
hydrocarbons of whatever quality or quantity, whether known or unknown, that are, can be, or historically have been produced or emitted from coalbeds, coal formations, coal seams, mined out areas, gob areas, or any related, associated, or adjacent
rock material or strata, together with all substances produced with each of the foregoing or refined therefrom. For the avoidance of doubt, the term “Coal Gas” shall expressly include all substances commonly known as “coalbed
methane,” “coal mine methane,” and “gob gas.” 
 “Coal Holding Company” shall mean any holding
company that directly or indirectly through one or more Subsidiaries holds all or substantially all of the Coal Assets of CEI and its Subsidiaries. 

“Coal Spinoff” shall mean (i) the distribution, through one or more dividends by the Borrower, of all or any portion of
the Equity Interests of the Coal Holding Company, (ii) the sale of all or a portion of the Equity Interests of the Coal Holding Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities
Act or (iii) any transaction similar to the transaction described in clause (i) or (ii) the effect of which is to result in all or a portion of the Equity Interests of the Coal Holding Company being purchased or otherwise acquired by
the public and, in each case of clauses (i), (ii) and (iii) all arrangements, actions and transactions in connection therewith otherwise permitted under or not otherwise prohibited by the Loan Documents. 

“Code” shall mean the Internal Revenue Code of 1986. 

“Collateral” shall mean the property of whatever kind and nature subject or purported to be subject from time to time to a
Lien under any Security Document, but shall not include any asset that shall have been released, pursuant to Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments] or Section 11.1.1(d) [Required Consents],
from the Liens created under such Security Document. 
 “Collateral Agent” shall mean PNC Bank, National Association, in
its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent. 
 “Commercial Letter of
Credit” shall mean any letter of credit which is a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries. 

“Commitment” shall mean as to any Lender its Revolving Credit Commitment, and “Commitments” shall mean the
aggregate of the Revolving Credit Commitments of all of the Lenders. 
 “Commitment Fee” shall have the meaning specified
in Section 2.3 [Commitment Fees]. 
 “Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. §
1 et seq.), as amended from time to time, and any successor statute. 
 “Compliance Certificate” shall have the meaning
specified in Section 8.3.4 [Certificate of the Borrower]. 

  
 -8- 







 “CONE” shall mean CONE Gathering LLC, a Delaware limited liability company, or
any of its Subsidiaries. 
 “Consideration” shall mean with respect to any Permitted Acquisition, without duplication, the
aggregate of (i) the cash paid by the Borrower or any Restricted Subsidiary, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection therewith
and (iii) any other consideration given by the Borrower or any Restricted Subsidiary in connection therewith. 
 “Consolidated
Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period paid or payable in cash. 

“Consolidated EBITDA” shall mean, for any period, the sum of Consolidated Net Income, plus (a) other than in the
case of clause (8), to the extent deducted in calculating such Consolidated Net Income: 
  

	 	(1)	Consolidated Interest Expense, net of interest income; 

  

	 	(2)	provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of the Borrower and the Restricted Subsidiaries for such period; 


 

	 	(3)	depletion, depreciation and impairment charges and expenses of the Borrower and the Restricted Subsidiaries for such period; 

  

	 	(4)	amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of the Borrower and the Restricted Subsidiaries for
such period; 

  

	 	(5)	losses for such period from the early extinguishment of Indebtedness; 

  

	 	(6)	non-recurring transaction costs expensed (in accordance with GAAP) by the Borrower and the Restricted Subsidiaries in connection with (a) the CCC Transaction of up to $85,000,000 in the aggregate, (b) a
Separation Transaction, (c) the MLP IPO or (d) any Permitted Coal Disposition; 

  

	 	(7)	non-cash charges related to pension liabilities; and 

  

	 	(8)	net cash proceeds of insurance received, or recognized as a receivable in accordance with GAAP, for such period in respect of a casualty event (to the extent such amount is reducing an expense on the statement of
operations of the Borrower for such period relating to such casualty event) or business interruption; provided that to the extent such amount is actually not received in cash, the amount not received that increased Consolidated EBITDA shall
be deducted from Consolidated EBITDA in the period in which it is determined that such amount has not been or is not likely to be received; 


minus (b) to the extent increasing Consolidated Net Income for such period, gains for such period from the early extinguishment of Indebtedness.
Consolidated EBITDA shall be calculated on a Pro Forma Basis. 

  
 -9- 







 “Consolidated Interest Expense” shall mean, for any period, the total interest
expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding (i) any interest attributable to Dollar-Denominated Production Payments, (ii) write-off of
deferred financing costs and (iii) accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute Indebtedness), plus, to the extent not included in such
total interest expense, and to the extent incurred by the Borrower or any Restricted Subsidiary, without duplication: 
  

	 	(1)	interest expense attributable to Capital Lease Obligations; 

  

	 	(2)	capitalized interest; 

  

	 	(3)	non-cash interest expense; and 

  

	 	(4)	net costs (including amortization of fees and up-front payments) associated with interest rate caps and other interest rate and currency options that, at the time entered into, resulted in such Person and its Restricted
Subsidiaries being net payees as to future payouts under such caps or options, and interest rate and currency swaps and forwards for which the Borrower or any Restricted Subsidiary has paid a premium; 


provided that “Consolidated Interest Expense” shall not include any amortization of costs relating to original debt issuances other than the
amortization of debt discount related to the issuance of zero coupon securities or other securities with an original issue price of not more than 90% of the principal thereof. Consolidated Interest Expense shall be calculated on a Pro Forma Basis.

 “Consolidated Net Income” shall mean the aggregate net income (loss) attributable to the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP; provided that there shall not be included in such Consolidated Net Income: 
  

	 	(1)	any net income of any other Person if such other Person is not a Restricted Subsidiary, except that: 

  

	 	(a)	subject to the exclusion contained in clause (4) of this definition, the Borrower’s equity in the net income of such other Person for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such other Person during such period to the Borrower or any Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted
Subsidiary, to the limitations contained in clause (2) of this definition); and 

  

	 	(b)	the Borrower’s equity in a net loss of any such other Person for such period shall be included in determining such Consolidated Net Income; 


 

	 	(2)	any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Borrower, except that: 

  

	 	(a)	 subject to the exclusion contained in clause (3) below, the Borrower’s equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually 



  
 -10- 








	 	
distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other
distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and 

  

	 	(b)	the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; 


 

	 	(3)	any income or loss attributed to discontinued operations; 

  

	 	(4)	any extraordinary gains or losses, together with any related provision for taxes on such gains or losses; 

  

	 	(5)	any gain or loss, together with any related provision for taxes on such gains or losses, on Dispositions outside the ordinary course of business; 


 

	 	(6)	any non-cash compensation expense realized for grants of performance shares, stock, stock options or other equity-based awards; 

  

	 	(7)	unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of FASB ASC 815; 


 

	 	(8)	any non-cash asset impairment or write-downs on Hydrocarbon Interests under GAAP or SEC guidelines; provided that any reversal or other benefit of any such impairment or write-down in any future period shall be
excluded from Consolidated Net Income in such future period; and 

  

	 	(9)	the cumulative effect of a change in accounting principles. 

 Notwithstanding the foregoing, for the purposes
of clause (1) of the definition of Cumulative Credit, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Borrower or a
Restricted Subsidiary to the extent such dividends, repayments or transfers increase the Cumulative Credit pursuant to any other clause of the definition thereof. 

“Contractual Requirements” shall have the meaning assigned to that term in Section 6.6 [No Conflict]. 

“Conventional O & G” shall mean all liquid or gaseous hydrocarbons, other than Coal Gas, including, without limitation,
condensate, distillate, and other substances produced with each of the foregoing or refined therefrom, in each case, whether known or unknown. For the avoidance of doubt, the term “Conventional O & G” shall expressly include, without
limitation, all substances commonly known as “conventional oil and gas.” 

  
 -11- 







 “Covered Entity” shall mean (a) the Borrower, each of Borrower’s
Subsidiaries, all Guarantors and all pledgors of Collateral, and (b) each Person that, directly or indirectly, is an Affiliate of a Person described in clause (a) above. 

“Cumulative Credit” shall mean, at any date, an amount, determined on a cumulative basis equal to, without duplication: 

(1) 50% of the cumulative Consolidated Net Income of the Borrower for the period commencing on the CNI Base Date and ending on
the last day of the fiscal quarter ending on or immediately preceding the date of such proposed Restricted Payment (or, if such aggregate Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 

(2) 66-2/3% of the aggregate Net Cash Proceeds received by the Borrower since the Base Date from the issuance or sale of equity
of its Capital Stock (other than Disqualified Stock and Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Borrower or an employee stock ownership plan, option plan or similar trust to the extent such
sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guarantied by the Borrower or any Restricted Subsidiary of the Borrower (unless such loans have been repaid with cash on or prior to the date of
determination)); plus 
 (3) 66-2/3% of the aggregate Net Cash Proceeds received by the Borrower or any Restricted
Subsidiary since the Base Date from the incurrence of Indebtedness (other than Net Cash Proceeds received from the Borrower or any Subsidiary of the Borrower) that has been converted into or exchanged for Capital Stock (other than Disqualified
Stock) of the Borrower (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Borrower upon such conversion or exchange), together with the net proceeds, if any, received by the Borrower or any Restricted
Subsidiary upon such conversion or exchange; plus 
 (4) any dividends or distributions received in cash by the
Borrower or a Restricted Subsidiary after the Base Date from an Unrestricted Subsidiary, to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the Borrower for such period; plus 

(5) $300,000,000; minus 

(6) the aggregate amount of Restricted Payments made pursuant to Sections 8.2.5(g) [Restricted Payments] after the Closing Date
and prior to such time; 
 provided that upon consummation of the Separation Transaction, (i) the cumulative Consolidated Net Income in clause
(1) shall be recalculated to give pro forma effect to the Separation Transaction as if it had occurred prior to the CNI Base Date (i.e., excluding the results of operations of the entities not comprising the Borrower and the Restricted
Subsidiaries after giving effect to the Separation Transaction) and (ii) the amounts included in Cumulative Credit from clauses (2) through (4) shall be reduced by a percentage equal to the percentage reduction in the consolidated
total assets of the Borrower and its Subsidiaries by reason of the Separation Transaction as calculated in accordance with GAAP. 

“Currency Agreement” shall mean in respect of a Person any foreign exchange contract, currency swap agreement or other
similar agreement to which such Person is a party or a beneficiary. 
 “Current Lender” shall have the meaning assigned to
such term in Section 2.12(a) [Increasing Lenders and New Lenders]. 

  
 -12- 







 “Customary Recourse Exceptions” shall mean, with respect to any Non-Recourse
Debt of any Person, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Person, fraud, misapplication of cash, environmental claims, waste, willful destruction and other
circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. 

“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing
(x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. 

“December 31 Reserve Report” shall have the meaning assigned to that term in Section 8.3.8(a) [Independent
Engineer]. 
 “Defaulting Lender” shall mean any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Loans or (iii) pay over to the Administrative Agent, any Issuing Lender, the Swingline
Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit,
(c) has failed, within two Business Days after request by the Administrative Agent or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans under this Agreement; provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon the Administrative Agent’s or the Borrower’s receipt of such certification in form and substance satisfactory to the Administrative Agent or the Borrower, as the case may be, (d) has become the
subject of a Bankruptcy Event or (e) has failed at any time to comply with the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of
any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders. 

As used in this definition and in Section 2.13 [Defaulting Lenders], the term “Bankruptcy Event” shall mean, with
respect to any Person, such Person or such Person’s direct or indirect parent company becoming the subject of a bankruptcy or insolvency proceeding, or having had a receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or
such Person’s direct or indirect parent company by an Official Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person;
provided, further, that a Bankruptcy Event shall not result solely by virtue of the appointment of an administrator, provisional liquidator, 

  
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conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to a Person or a Person’s direct or indirect parent company under the
Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) if applicable law prohibits the public disclosure of such appointment and so long as such appointment has in fact not been publicly
disclosed. 
 “Designated Non-Cash Consideration” shall mean the Fair Market Value of non-cash Consideration received by
the Borrower or a Restricted Subsidiary of the Borrower in connection with an Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation and executed by
the chief financial officer and one other officer of the Borrower, less the amount of cash or Temporary Cash Investments received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration. 

“Developed Oil and Gas Reserves” shall mean the “developed oil and gas reserves” as such term is defined by the
SEC in its standards and guidelines. 
 “Disposition” or “Dispose” shall mean the sale, conveyance,
assignment, lease, sale and leaseback, abandonment or other transfer or disposal of, voluntarily or involuntarily, of any property or assets, tangible or intangible, including the sale, assignment, discount or other disposition of Accounts,
equipment or general intangibles with or without recourse, the issuance or sale of Capital Stock of a Subsidiary or granting of options or rights of first refusal in such assets. In the case of the grant of an option or right of first refusal with
respect to any asset, the date of such grant shall be deemed to be the date of Disposition of such asset. 
 “Disqualified
Stock” shall mean any Equity Interests of a Person or any Restricted Subsidiary that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder
thereof) or otherwise (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part or (c) is
convertible or exchangeable at the option of the holder thereof for Indebtedness or Disqualified Stock, on or prior to the earlier of, in the case of clause (a), (b) or (c), (i) 91 days after the Expiration Date and (ii) upon Payment
In Full (provided that only the portion of Equity Interests which is mandatorily redeemable or matures or is redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock), in each case other than
in exchange for Equity Interests of the Borrower (other than Disqualified Stock). 
 Notwithstanding the preceding sentence: 

 

	 	(1)	any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Equity Interests upon the occurrence of a change of control or
an asset disposition will not constitute Disqualified Stock so long as the right to have such Equity Interests repurchased upon a change of control or asset disposition is no more favorable to the holders thereof than the requirements set forth in
the Existing 2022 Notes Indenture; 

  

	 	(2)	any Equity Interests issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; and 

  

	 	(3)	any Equity Interests held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate family members) of the
Borrower or any of its Subsidiaries, in each case upon the termination of employment or death of such person pursuant to any stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Borrower or its Subsidiaries. 


  
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 “Dollar,” “Dollars,” “U.S. Dollars” and the
symbol “$” shall mean lawful money of the United States of America. 
 “Dollar-Denominated Production
Payments” shall mean production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“Eligibility Date” shall mean, with respect to each Loan Party and each Swap, the date on which this Agreement or any other
Loan Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the effective date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and
otherwise it shall be the Closing Date). 
 “Eligible Contract Participant” shall mean an “eligible contract
participant” as defined in the Commodity Exchange Act and regulations thereunder. 
 “Environment” shall mean ambient
air, indoor air, surface water, groundwater, drinking water, land surface and sub-surface strata and natural resources such as wetlands, flora and fauna. 

“Environmental Laws” shall mean any and all applicable current and future federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions or common law causes of action relating to (a) protection of the Environment or to
emissions, discharges, Releases or threatened Releases of Hazardous Materials, (b) human health as affected by Hazardous Materials, or (c) mining operations and activities to the extent relating to protection of the Environment or
reclamation, including the Surface Mining Control and Reclamation Act, provided that “Environmental Laws” do not include any laws relating to worker or retiree benefits, including benefits arising out of occupational diseases. 

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity Interests”
of any Person shall mean (1) any and all Capital Stock of such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated)
such Capital Stock of such Person, but excluding from all of the foregoing any debt securities exercisable for, exchangeable for or convertible into Equity Interests, regardless of whether such debt securities include any right of participation with
Equity Interests. 

  
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 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the
same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 

“ERISA Affiliate” shall mean, at any relevant time, any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” shall mean (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification to the Borrower or any ERISA Affiliate that a Multiemployer Plan is insolvent
or in reorganization within the meaning of Title IV of ERISA or experienced a mass withdrawal within the meaning of Section 4219 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan, or the treatment of a plan
amendment as a termination of a Pension Plan or a Multiemployer Plan under Sections 4041 or 4041A of ERISA, respectively; (e) the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event
or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is considered an
at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (h) Borrower or an ERISA Affiliate is informed that any Multiemployer Plan to which Borrower or the ERISA Affiliate contributes is in endangered or
critical status within the meaning of Section 432 of the Code or Sections 305 of ERISA; (i) the failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension
Plan, whether or not waived, or a failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due
but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate. 
 “European Interbank Market”
shall mean the European interbank market for Euro operating in Participating Member States. 
 “Event of Default” shall
mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an “Event of Default.” 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Excluded Assets” shall have the meaning specified in Section 8.1.17 [Collateral]. 

“Excluded Properties” shall mean the real property and other property interests of the Borrower and its Subsidiaries set
forth on Schedule 8.1.17. 
 “Excluded Subsidiaries” shall mean (a) each Unrestricted Subsidiary,
(b) each Foreign Subsidiary and each CFC Holdco, (c) each Immaterial Subsidiary, (d) each Restricted Subsidiary of the Borrower that is not directly or indirectly wholly-owned by the Borrower; provided that a Restricted
Subsidiary that is a Loan Party shall not become an Excluded Subsidiary by virtue of a transfer of a portion of the equity in such Restricted Subsidiary (except pursuant to a bona fide joint venture transaction permitted hereunder) until a majority
of the Equity Interests in such Restricted Subsidiary are Disposed of in accordance with the provisions of Section 8.2.4 [Loans and Investments] or Section 8.2.7 [Dispositions] 

  
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and (e) Fairmont Supply. Notwithstanding the foregoing, any Person that is an obligor or guarantor under any Existing Notes Indenture or any Publicly Traded Debt Securities shall not be an
Excluded Subsidiary and, if not already a Guarantor, shall become a Guarantor pursuant to Section 8.1.9 [Additional Guarantors]. 

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or
a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act and the regulations thereunder (after giving effect to Section 22 of the Guaranty Agreement and any and all other Guaranties of such Guarantor’s Swap Obligations by the Borrower and any other Guarantor) at the time
the Guaranty of such Guarantor or the grant by such Guarantor of a security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Swap Obligation that is attributable to swaps of such Guarantor for which such Guaranty or security interest is or becomes illegal. 

“Excluded Taxes” shall mean, with respect to the Administrative Agent, the Syndication Agent, any Lender, any Issuing Lender
or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) Taxes imposed on or measured by such recipient’s net income or profits (however
denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized or having its principal office located or, in the case of any
Lender, applicable lending office in such jurisdiction or that are Other Connection Taxes, (b) any branch profits Taxes imposed under section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a),
(c) in the case of a Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Foreign Lender pursuant to a Law in effect at the time such Foreign Lender becomes a party hereto (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such
withholding Tax pursuant to Section 5.8.1 [Payments Free of Taxes], (d) any withholding Tax attributable to a Lender’s failure to comply with Section 5.8.5 [Status of Lenders] and (e) any U.S. federal withholding Tax imposed
pursuant to FATCA. 
 “Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 

“Existing 2022 Notes Indenture” shall mean the indenture governing the 5.875% Senior Notes due 2022 of CEI. 

“Existing CNX Gas Credit Agreement” shall have the meaning assigned to such term in the recitals hereto. 

“Existing CONSOL Credit Agreement” shall have the meaning assigned to such term in the recitals hereto. 

“Existing Credit Agreements” shall have the meaning assigned to such term in the recitals hereto. 

  
 -17- 







 “Existing Letters of Credit” shall have the meaning set forth in
Section 2.10.1(d) [Issuance of Letters of Credit]. 
 “Existing Notes” shall mean the 8.250% Senior Notes due 2020,
6.375% Senior Notes due 2021 and the 5.875% Senior Notes due 2022 of CEI. 
 “Existing Notes Indentures” shall mean the
indentures governing the Existing Notes. 
 “Existing Receivables Financing” shall mean the receivables financing and
related transactions in connection with (i) that certain Amended and Restated Receivables Purchase Agreement, dated as of April 30, 2007, by and among the Borrower, CNX Funding and the other parties from time to time party thereto, and
(ii) that certain Purchase and Sale Agreement, dated as of April 30, 2003, by and among CNX Funding, the Borrower and the other parties from time to time party thereto, in each case as amended, restated, renewed supplemented or otherwise
modified from time to time. 
 “Expiration Date” shall mean the fifth anniversary of the Closing Date. 

“Exposure” shall mean, with respect to any Acquisition Swap Agreement as of any Test Date, the amount (expressed as a
positive) that would be owed by the Borrower or any Restricted Subsidiary to the applicable counterparty or the amount (expressed as a negative) that would be owed to the Borrower or any Restricted Subsidiary by the applicable counterparty, in each
case under such Acquisition Swap Agreement on the immediately preceding Test Date, assuming that a settlement date under such Acquisition Swap Agreement had occurred on such immediately preceding Test Date. 

“Fair Market Value” shall mean the value that would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Borrower in the case of amounts of $50,000,000 or more and otherwise by a Responsible Officer, any such determination being
conclusive for all purposes under this Agreement. 
 “Fairmont Supply” shall mean Fairmont Supply Company, a Delaware
corporation. 
 “FATCA” shall mean Sections 1471 through 1474 of the Code as of the date hereof (and any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to current Section 1471(b)(1) of the
Code (and any amended or successor version described above), and any intergovernmental agreements (and any related laws or official administrative guidance) implementing the foregoing. 

“Federal Funds Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days
elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds
brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the
“Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be
the Federal Funds Effective Rate for the last day on which such rate was announced. 
 “Federal Funds Open Rate” for any
day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North 

  
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America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such
rate), or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen), as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the
Administrative Agent (for the purposes of this definition only, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there
shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive
absent manifest error); provided, however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds
Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change. 

“Financial Covenants” shall mean the covenants set forth in Section 8.2.14 [Financial Covenants]. 

“Financial Projections” shall have the meaning assigned to that term in Section 6.9(b) [Financial Projections]. 

“Flood Laws” shall mean (i) the National Flood Insurance Act of 1994 (which comprehensively revised the National Flood
Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto,
(iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto, and (iv) all other applicable Laws relating to policies and procedures that address requirements placed on
federally regulated lenders relating to flood matters, in each case, as now or hereafter in effect or any successor statute thereto. 

“Foreign Lender” shall mean any Lender that is not a “United States person” as defined in section 7701 of the
Code. 
 “Foreign Subsidiaries” shall mean, for any Person, each Subsidiary of such Person that is incorporated or
organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia. 

“GAAP” shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of
Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts. 

“Gas” shall mean Conventional O & G and Coal Gas. 

“Gas Holding Company” shall mean (i) CNX Gas, or (ii) another holding company that owns all or substantially all
of the subsidiaries of CEI (or its ultimate parent company) principally engaged in natural gas and liquids activities, including production, gathering, processing and acquisition of natural gas properties, or whose assets principally consist of
assets to be used in such activities. 
 “Gas Loan Parties” shall mean (i) prior to the Separation Transaction, CNX
Gas and its Subsidiaries that are Loan Parties and (ii) upon and following the Separation Transaction, the Gas Holding Company and its Subsidiaries that are Loan Parties. 

  
 -19- 







 “Gas Properties” shall mean the Hydrocarbon Interests consisting of natural gas
(whether in its gaseous or liquefied form); any property now or hereafter pooled or unitized with natural gas Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units
created thereby (including without limitation all units created under orders, regulations and rules of any Official Body having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all operating agreements, joint venture
agreements, contracts and other agreements which relate to any of the foregoing Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; all Hydrocarbons in
and under and which may be produced and saved or attributable to such Hydrocarbon Interests, the lands covered thereby and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests;
all tenements, profits à prendre, hereditaments, appurtenances and any property in anyway appertaining, belonging, affixed or incidental to such Hydrocarbon Interests, property, rights, titles, interests and estates described or referred to
above, including any and all property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property
(excluding drilling rigs, automotive equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all gas wells, water wells, injection wells or
other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters,
apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any
and all of the foregoing. 
 “Gas Spinoff” shall mean (i) the distribution, through one or more dividends by the
Borrower, of all or any portion of the Capital Stock of the Gas Holding Company, (ii) the sale of all or a portion of the Capital Stock of the Gas Holding Company pursuant to a registration statement that has been declared effective by the SEC
pursuant to the Securities Act or (iii) any transaction similar to the transaction described in clause (i) or (ii) the effect of which is to result in all or a portion of the Capital Stock of the Gas Holding Company being purchased or
otherwise acquired by public stockholders and, in each case of clauses (i), (ii) and (iii), all arrangements, actions and transactions in connection therewith otherwise permitted under or not otherwise prohibited by the Loan Documents. 

“Greenshale Obligations” shall mean the obligations of Greenshale Energy, LLC (a Joint Venture) and its wholly-owned
Subsidiaries, under, or in connection with, the acquisition or performance of any Joint Operating Agreement, or the bidding for, or performance of, any, permit, license or similar authorization or petroleum agreement relating to the exploration,
drilling, development or production of Hydrocarbon Interests. 
 “Guarantor” shall mean each of the parties to this
Agreement that is designated as a “Guarantor” on the signature page hereof and each other Person that joins this Agreement as a Guarantor after the date hereof, in each case, until such Person ceases to be a Guarantor in accordance with
this Agreement. 
 “Guarantor Joinder” shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form
of Exhibit 1.1(G)(1). 
 “Guaranty” of any Person shall mean any obligation of such Person guaranteeing or in
effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any
other form of assurance against loss, including Letters of Credit issued for the account of Persons other than Loan Parties, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. 

  
 -20- 







 “Guaranty Agreement” shall mean the Continuing Agreement of Guaranty and
Suretyship in substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors. 

“Hazardous Materials” shall mean (i) any explosive substances or wastes and (ii) any chemicals, pollutants or
contaminants, substances, materials or wastes, in any form, regulated under, or that could reasonably be expected to give rise to liability under, any applicable Environmental Law, including, without limitation, asbestos and asbestos containing
materials, polychlorinated biphenyls, urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any Coal Gas, coal ash, coal combustion by-products or waste, boiler slag, scrubber
residue or flue desulphurization residue. 
 “Hedging Contract” shall mean any puts, cap transactions, floor transactions,
collar transactions, forward contract, commodity Swap Agreement, commodity option agreement or other similar agreement or arrangement in respect of Hydrocarbons to be used, produced, processed or sold by the Borrower or any Restricted Subsidiary
that are customary in the Permitted Business and designed to protect such Person against fluctuations in or manage exposure to Hydrocarbon prices and not for speculative purposes. 

“Hedging Obligations” of any Person shall mean the obligations of such Person pursuant to any Hedging Contract, Interest Rate
Agreement or Currency Agreement. 
 “Historical Statements” shall have the meaning specified in Section 6.9(a)
[Historical Statements]. 
 “Hydrocarbon Interests” shall mean all rights, titles, interests and estates now owned or
hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous Hydrocarbon leases and interests, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment
interests, including any reserve or residual interest of whatever nature. 
 “Hydrocarbons” shall mean coal, oil, natural
gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom. 

“Immaterial Subsidiary” shall mean as of any date, any Subsidiary of the Borrower that had (i) assets having an
aggregate book value, as of the end of the fiscal year most recently ended, not exceeding $1,000,000 and (ii) Consolidated Net Income not exceeding $1,000,000 for such fiscal year, in each case, as shown in the most recently delivered
consolidated quarterly financial statements of the Borrower; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, Guaranties or otherwise provides direct credit support for
any Indebtedness of the Borrower. 
 “Immaterial Title Deficiencies” shall mean defects or exceptions to title, and other
Liens, discrepancies and similar matters relating to title which do not, individually or in the aggregate, reduce or impair the value of the properties by an amount greater than 2.0% of the aggregate present value of the Borrowing Base Properties as
determined by the most recently delivered Reserve Report. 

  
 -21- 







 “Increasing Lender” shall have the meaning assigned to that term in
Section 2.12(a) [Increasing Lenders and New Lenders]. 
 “Indebtedness” shall mean, with respect to any Person on any
date of determination (without duplication): 
  

	 	(1)	the principal of and premium (if any) in respect of (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of
which such Person is responsible or liable; 

  

	 	(2)	all Capital Lease Obligations of such Person; 

  

	 	(3)	all obligations of such Person issued or assumed as the deferred purchase price of property (which purchase price is due more than six months after the date of taking delivery of title to such property), including all
obligations of such Person for the deferred purchase price of property under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 


 

	 	(4)	all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (1) through (3) of this paragraph) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); 


 

	 	(5)	Hedging Obligations; 

  

	 	(6)	all obligations of the type referred to in clauses (1) through (5) of this paragraph of other Persons and all dividends of other Persons with respect to Preferred Stock and Disqualified Stock for the payment
of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guaranty; and 


 

	 	(7)	all obligations of the type referred to in clauses (1) through (6) of this paragraph of other Persons secured by any Lien on any property or asset of such first-mentioned Person (whether or not such obligation
is assumed by such first-mentioned Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property or assets or the amount of the obligation so secured. 


The “amount” or “principal amount” of any Indebtedness or Disqualified Stock or other Preferred Stock outstanding at any
time of determination as used herein shall be as set forth below or, if not set forth below, determined in accordance with GAAP: 
  

	 	(1)	the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 

  

	 	(2)	the principal amount of the Indebtedness, in the case of any other Indebtedness; 


  
 -22- 








	 	(3)	in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (a) the Fair Market Value of such assets at the date of determination; and (b) the amount of
the Indebtedness of the other Person; 

  

	 	(4)	in the case of any Capital Lease Obligation, the amount determined in accordance with the definition thereof; 

  

	 	(5)	in the case of any Preferred Stock, (a) if other than Disqualified Stock, the greater of its voluntary or involuntary liquidation preference and its maximum fixed redemption price or repurchase price or (b) if
Disqualified Stock, as specified in the definition thereof; 

  

	 	(6)	in the case of any Interest Rate Agreements permitted by Section 8.2.1(f) [Indebtedness], zero; 

  

	 	(7)	in the case of all other unconditional obligations, the amount of the liability thereof determined in accordance with GAAP; 

  

	 	(8)	in the case of all other contingent obligations, the maximum liability at such date of such Person; and 

  

	 	(9)	in the case of a Qualified Receivables Transaction, solely the aggregate amount of cash borrowings thereunder. 


For purposes of determining any particular amount of Indebtedness, Guaranties of, or obligations in respect of letters of credit relating to,
Indebtedness otherwise included in the determination of such amount shall not also be included. If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to
the greater of (a) the principal of such Indebtedness and (b) the amount that may be drawn under such letter of credit. 
 None
of the following shall constitute Indebtedness: 
  

	 	(1)	Indebtedness arising from agreements providing for indemnification or adjustment of purchase price or from Guaranties securing any obligations of the Borrower or any of its Subsidiaries pursuant to such agreements,
incurred or assumed in connection with the disposition of any business, assets or Subsidiary of the Borrower, other than Guaranties or similar credit support by the Borrower or any of its Subsidiaries of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

  

	 	(2)	obligations to pay accrued expenses, any trade payables or other similar liabilities to trade creditors and other accrued current liabilities incurred in the ordinary course of business as the deferred purchase price of
property; 

  

	 	(3)	any liability for Federal, state, local or other taxes owed or owing by such Person; 

  

	 	(4)	obligations to pay royalties and other amounts due in the ordinary course of business to royalty and working interest owners; 

  

	 	(5)	obligations arising from Guaranties to suppliers, lessors, licensees, contractors, franchisees or customers incurred in the ordinary course of business; 


  
 -23- 








	 	(6)	obligations (other than express Guaranties of Indebtedness for borrowed money) in respect of Indebtedness of other Persons arising in connection with (a) trade acceptances and (b) endorsements of instruments
for deposit in the ordinary course of business; 

  

	 	(7)	obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such
obligation is extinguished within two Business Days of its incurrence; 

  

	 	(8)	obligations in respect of any obligations under workers’ compensation laws and similar legislation; 

  

	 	(9)	obligations under Production Payments and Reserve Sales, and any obligations that do not pertain to the borrowing of money under all contracts and other agreements, instruments or arrangements described in the
definition of “Oil and Gas Liens”; 

  

	 	(10)	any unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of FASB ASC 815); 


 

	 	(11)	Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Borrower and the Restricted Subsidiaries; 


 

	 	(12)	any repayment or reimbursement obligation of such Person or any Restricted Subsidiary with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or
such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct
payment or reimbursement obligation shall constitute Indebtedness; and 

  

	 	(13)	earn-out obligations in respect of Consideration in an acquisition permitted hereunder until such obligations would be required to be reflected on a balance sheet in accordance with GAAP (provided that the amount
of such earn-out obligations reflected on a balance sheet shall be counted in the Consideration at such time). 


“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by
or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee” shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrower]. 

“Indemnity” shall mean the Regulated Substances Certificate and Indemnity Agreement, in substantially the form of Exhibit
1.1(I)(1), executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Secured Parties. 

“Independent Engineer” shall mean Netherland, Sewell & Associates, Inc. or such other independent petroleum
engineer selected by the Borrower and reasonably acceptable to the Borrower, the Syndication Agent and the Administrative Agent. 

  
 -24- 







 “Information” shall mean all information received from the Loan Parties or any
of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries. 

“Insolvency Proceeding” shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such
Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. 

“Intercompany Subordination Agreement” shall mean the Subordination Agreement among the Loan Parties and the Restricted
Subsidiaries, dated as of the Closing Date, in substantially the form of Exhibit 1.1(I)(2), executed and delivered by the Loan Parties and the Restricted Subsidiaries. 

“Interest Coverage Ratio” shall mean, as of any date of determination, the ratio of Consolidated EBITDA to Consolidated Cash
Interest Expense, in each case, for the latest period of four fiscal quarters ended prior to the date of determination. 

“Interest Period” shall mean the period of time selected by the Borrower in connection with (and to apply to) any election
permitted hereunder by the Borrower to have Revolving Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be two weeks or one, two, three or six Months. Such Interest Period
shall commence on the effective date of such Interest Rate Option, which shall be the Borrowing Date. Notwithstanding the second sentence hereof: (a) any Interest Period which would otherwise end on a date which is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) the Borrower shall not select, convert to or renew
an Interest Period for any portion of the Loans that would end after the Expiration Date. 
 “Interest Rate Agreement”
shall mean any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement relating to fluctuations in interest rates. 

“Interest Rate Option” shall mean any LIBOR Rate Option or Base Rate Option. 

“Investment” in any Person shall mean any (1) direct or indirect advance, loan or other extensions of credit (including
by way of Guaranty or similar arrangement) or capital contribution to (including any transfer of cash or other property to others or any payment for property or services for the account or use of others but excluding (a) advances to customers
and contract miners or joint interest partners or drilling partnerships sponsored by the Borrower or any Restricted Subsidiary in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender, and
(b) trade payables and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices), (2) all items that are or would be classified as investments on a balance sheet or (3) any purchase or
acquisition of Capital Stock, Indebtedness or other similar securities (excluding any interest in an oil or natural gas leasehold to the extent constituting a security under applicable law) issued by such Person. Except as otherwise provided for in
this Agreement, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value. If the Borrower or any Restricted Subsidiary sells or otherwise disposes of any
Capital 

  
 -25- 







 
Stock of any Restricted Subsidiary, or any Restricted Subsidiary issues any Capital Stock, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer
a Subsidiary, the Borrower shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Capital Stock of and all other Investments in such Restricted Subsidiary retained. 

For purposes of Section 8.2.4 [Loans and Investments] with respect to Investments in Unrestricted Subsidiaries: 

 

	 	(1)	“Investment” shall include the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Borrower at the time that
such Subsidiary is designated an Unrestricted Subsidiary; and upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the aggregate amount of Investments outstanding under Section 8.2.4(j) shall be reduced (but not below
zero) by an amount equal to the Fair Market Value of the Borrower’s proportionate interest in such Subsidiary immediately following such redesignation; and 

  

	 	(2)	any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. 


“Investment Grade Rating” shall mean a rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P). 

“IRS” shall mean the Internal Revenue Service. 

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by
the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit). 

“Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit application, and any other
document, agreement and instrument entered into by the applicable Issuing Lender and any Loan Party or in favor of the applicable Issuing Lender and relating to such Letter of Credit. 

“Issuing Lenders” shall mean (a) PNC Bank, National Association, Bank of America, N.A., Credit Suisse AG and JPMorgan
Chase Bank, N.A., (b) any other Lender to the extent that such Lender agrees to act as an Issuing Lender hereunder at the request of the Borrower and provides notice to the Administrative Agent of such agreement and (c) any Affiliate of
any of the foregoing that issues Letters of Credit hereunder. References to the “Issuing Lender” shall be to the applicable Issuing Lender(s). 

“Joint Operating Agreement” shall mean any joint operating agreement, joint development agreement or other similar contract
that is usual and customary in the oil and gas business. 
 “Joint Venture” shall mean any Person that is not a direct or
indirect Subsidiary of the Borrower in which the Borrower or any Restricted Subsidiary makes any equity Investment. 
 “June 30
Reserve Report” shall have the meaning assigned to that term in Section 8.3.8(b) [Internal Engineer]. 

  
 -26- 







 “Labor Contracts” shall mean all employment agreements, employment contracts,
collective bargaining agreements and other agreements among the Borrower or any Restricted Subsidiary and its employees. 

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued
guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Official Body, foreign or domestic.

 “LC Disbursement” shall mean a payment made by an Issuing Lender pursuant to a Letter of Credit issued by such Issuing
Lender. 
 “Lead Arrangers” shall mean PNC Capital Markets LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, in their capacities as joint lead arrangers and joint bookrunners of the revolving credit facility hereunder. 

“Lenders” shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and
assigns as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any grant in any Loan Document of a security interest or other Lien to the Lenders or to the Collateral Agent for the benefit of the Lenders as
security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation is owed. 

“Letter of Credit” shall have the meaning assigned to that term in Section 2.10.1(a) [Issuance of Letters of Credit].

 “Letter of Credit Aggregate Sublimit” shall mean, at any time, the least of (i) $750,000,000, (ii) the
Revolving Credit Commitments at such time and (iii) the Borrowing Base at such time. 
 “Letter of Credit Borrowing”
shall have the meaning assigned to such term in Section 2.10.3(c) [Participations, Disbursements, Reimbursement]. 
 “Letter
of Credit Expiration Date” shall mean the date which is 10 Business Days prior to the Expiration Date. 
 “Letter of
Credit Fee” shall have the meaning assigned to that term in Section 2.10.2 [Letter of Credit Fees]. 
 “Letter of
Credit Issuing Lender Sublimit” shall mean, for each Issuing Lender, $150,000,000; provided that any Issuing Lender may increase its own Letter of Credit Issuing Lender Sublimit by written notice to the Borrower and the
Administrative Agent. 
 “Letter of Credit Obligations” shall mean, as of any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future
increase) plus the aggregate outstanding Reimbursement Obligations and Letter of Credit Borrowings on such date. The Letter of Credit Obligations of any Lender at any time shall be its Ratable Share of the total Letter of Credit Obligations
at such time. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn. 

  
 -27- 







 “LIBOR Rate” shall mean, with respect to the Loans comprising any Borrowing
Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per
annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is
quoted by another source selected by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an
“Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the Relevant Interbank Market offered rate for U.S. Dollars for an amount comparable to
such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a
comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by
the following formula: 
  

					
	LIBOR Rate =	 	London interbank offered rates quoted by Bloomberg
or appropriate successor as shown on Bloomberg Page BBAM1	 	
	 	1.00 - LIBOR Reserve Percentage	 	


 The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies that
is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error. Notwithstanding the foregoing, in no event shall the LIBOR Rate be less than 0.00%. 

“LIBOR Rate Option” shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set
forth in Section 4.1.1(a) [Revolving Credit LIBOR Rate Option]. 
 “LIBOR Reserve Percentage” shall mean as of any
day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements)
with respect to eurocurrency funding. 
 “Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest,
charge or other similar encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease
intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing), but shall not include any operating
lease. 
 “Liquidity” shall mean, as of any date of determination, the sum of (a) the amount of Cash on Hand,
plus (b) the difference (if a positive number) between (i) the lesser of (x) the amount of the Revolving Credit Commitments and (y) the Borrowing Base as of such date, less (ii) the Revolving Facility Usage,
plus (c) unused availability under the Qualified Receivables Transaction, in each case, as of such date after giving effect to all transactions to occur on such date. 

  
 -28- 







 “LLC Interests” shall have the meaning specified in Section 6.3
[Subsidiaries]. 
 “Loan Documents” shall mean this Agreement, the Administrative Agent’s Letter, the Guaranty
Agreement, the Indemnity, the Intercompany Subordination Agreement, the Notes, the Security Documents and amendments, supplements, joinders or assignments to the foregoing and any other instruments, certificates or documents (expressly excluding any
Other Lender Provided Financial Service Product, any Specified Swap Agreements or any other Swap Agreements) delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, and Loan Document shall mean any
of the Loan Documents. 
 “Loan Parties” shall mean the Borrower and the Guarantors. 

“Loan Request” shall have the meaning specified in Section 2.5.1 [Revolving Credit Loan Requests]. 

“Loans” shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving
Credit Loan or Swing Loan. 
 “Longwall Sublease Transaction” shall mean, in connection with the CCC Transaction,
(i) the assignment by one or more CCC Disposed Entities of its lease of longwall mining shields and related equipment and hardware to one or more Loan Parties and (ii) the sublease by such Loan Parties of such assets to the buyer in the
CCC Transaction and/or one of its Affiliates and the guarantees of such subleases by one or more Affiliates of such sublessees. 

“Material Acquisition/Disposition” shall mean any Investment, Permitted Acquisition or Disposition that involves (a) an
acquisition or disposition of assets, the Fair Market Value of which assets exceeds $50,000,000 or (b) a change in Consolidated EBITDA that exceeds $20,000,000 per four fiscal quarter period. 

“Material Adverse Change” shall mean any set of circumstances or events that (a) has or would reasonably be expected to
have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or would reasonably be expected to be material and adverse to the business, properties, assets, financial
condition, or results of operations of the Loan Parties taken as a whole, (c) impairs materially or would reasonably be expected to impair materially the ability of the Loan Parties taken as a whole to duly and punctually pay their Indebtedness
under this Agreement or any other Loan Document, or (d) impairs materially or would reasonably be expected to impair materially the rights and remedies of the Administrative Agent or any of the Lenders pursuant to this Agreement or any other
Loan Document. 
 “Material Contract” shall mean the Existing Notes Indentures and any other agreement that is material to
the conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole. 
 “Maximum Facility
Amount” shall mean $2,500,000,000. 
 “Midstream Assets” shall mean (i) assets used primarily for gathering
(from above ground sources), transmission, storage, processing or treatment of natural gas, natural gas liquids or other Hydrocarbons or carbon dioxide and assets substantially similar to the foregoing and conventionally understood to be
“midstream assets” and (ii) Equity Interests of any Person that has no assets (other than de minimis assets) other than assets referred to in clause (i); for the avoidance of doubt, it being understood that in no event shall
Hydrocarbons, Hydrocarbon Interests or Oil and Gas Properties or Equity Interests of any Person owning the foregoing be deemed Midstream Assets. 

  
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 “MLP Entity” shall mean any entity owning Midstream Assets (including CONE)
that is or expected to be treated as a master limited partnership for U.S. federal income tax purposes. For purposes of this definition, the general partner of an MLP Entity shall be deemed to be an MLP Entity. 

“MLP IPO” shall mean the initial public offering of Capital Stock of the MLP Entity. 

“Month,” with respect to an Interest Period under the LIBOR Rate Option, shall mean the interval between the days in
consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such
Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month. 

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors. 

“Mortgages” shall mean collectively, (i) the mortgages or deeds of trust with respect to Real Property in which a
security interest has been granted prior to the Closing Date and (ii) the mortgages or deeds of trust with respect to Real Property in which a security interest is granted after the Closing Date in substantially the form of Exhibit
1.1(M), in each case, executed and delivered by the applicable Loan Parties to the Collateral Agent to secure the Obligations, for the benefit of the Secured Parties, and “Mortgage” shall mean, individually, any of the
Mortgages. 
 “Multiemployer Plan” shall mean any employee benefit plan which is a “multiemployer plan” within
the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any ERISA Affiliate is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such
contributions or has any ongoing obligation with respect to withdrawal liability (within the meaning of Title IV of ERISA). 
 “Net
Cash Proceeds” shall mean, with respect to any Disposition, an amount equal to: 
  

	 	(1)	the cash proceeds received by the Borrower or any Restricted Subsidiary from or in respect of such transaction (including, when received: (i) any cash proceeds received as income or other deferred cash proceeds, or
(ii) cash proceeds of any non-cash proceeds of such transaction, converted to cash), less 

  

	 	(2)	the sum of the following to the extent incurred or payable by the Borrower or any Restricted Subsidiary: 

  

	 	(a)	any foreign, federal, state or local income taxes paid or payable in respect of such Disposition or any other foreign, federal, state or local taxes paid in connection with such Disposition, with all amounts under this
clause (b)(i) being determined for the Borrower and the Restricted Subsidiaries on a tax consolidated basis (after application of all credits and other offsets), 

  


	 	(b)	any customary and reasonable brokerage commissions and all other customary and reasonable fees and expenses related to such Disposition (including without limitation financial advisory fees, legal fees and
accountants’ fees), 


  
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	 	(c)	any amounts estimated in good faith by an Authorized Financial Officer of the Borrower to provide reserves in accordance with GAAP for payment of indemnities or liabilities that may be incurred in connection with such
Disposition, 

  

	 	(d)	the amount of any debt secured by a Lien on the related asset and which debt is discharged as part of such Disposition, and 

  

	 	(e)	any insurance proceeds, condemnation awards or other compensation to the extent such proceeds are used for reinvestment, substitution, replacement, repair or restoration in accordance with the terms hereof.


 For purposes of this definition, if taxes or other customary fees or expenses payable in connection with the sale, transfer or lease of any
asset are not known as of the date of such Disposition, then such fees, expenses or taxes shall be estimated in good faith by an Authorized Financial Officer of the Borrower and such estimated amounts shall be deducted for purposes of determining
Net Cash Proceeds in accordance with the immediately preceding sentence. 
 “Net Leverage Ratio” shall mean, on any date
of determination, the ratio of: 
  

	 	(1)	(a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries of the type referenced under clauses (1), (2) and (3) of the definition of “Indebtedness”
outstanding on such date, after giving effect to all incurrences and repayments of such Indebtedness occurring on such date; provided that (x) all obligations under undrawn standby letters of credit (whether or not issued under this
Agreement) issued with respect to performance obligations under sales contracts, mine reclamation, black lung benefit liabilities, workers compensation and other employee benefit liabilities shall be excluded from this clause (a), (y) the face
amount of all other letters of credit (other than to the extent Cash Collateralized) shall be included in this clause (a), whether or not drawn and (z) all obligations in respect of advance royalty commitments shall be excluded from this clause
(a) minus (b) Cash on Hand as of such date after giving effect to all transactions occurring on such date, to 

  

	 	(2)	Consolidated EBITDA of the Borrower for the most recent four-quarter period ended prior to the date of determination for which internal financial statements are available. 


“New Lender” shall have the meaning assigned to that term in Section 2.12(a) [Increasing Lenders and New Lenders]. 

“New Lender Joinder” shall mean the joinder whereby each New Lender joins this Agreement in substantially the form attached
hereto as Exhibit 1.1(B). 
 “Non-Consenting Lender” shall have the meaning specified in Section 11.1.3
[Non-Consenting Lenders]. 
 “Non-Recourse Debt” shall mean, with respect to Indebtedness of any Unrestricted Subsidiary
or Joint Venture, Indebtedness: 
  

	 	(1)	as to which neither the Borrower nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly
or indirectly liable as a guarantor or otherwise, except for Customary Recourse Exceptions and except by the pledge of (or a Guaranty limited in recourse solely to) the Equity Interests of such Unrestricted Subsidiary or Joint Venture; and


  

	 	(2)	as to which the lenders will not have any recourse to the Capital Stock or assets of the Borrower or any Restricted Subsidiary (other than the Equity Interests of such Unrestricted Subsidiary or Joint Venture), except
for Customary Recourse Exceptions. 


  
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 “Notes” shall mean the Revolving Credit Notes and the Swing Loan Notes. 

“Obligation” shall mean any obligation or liability of any of the Loan Parties, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due (including interest, fees and other monetary obligations accruing and/or incurred during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding), under or in connection with (i) this Agreement, the Loans, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan
Document whether to the Administrative Agent, the Collateral Agent, any Issuing Lender, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any Specified Swap Agreement (other than, with respect
to any Guarantor that is not a Qualified ECP Loan Party, Excluded Swap Obligations of such Guarantor) or (iii) any Other Lender Provided Financial Service Product. 

“Officers’ Certificate” shall mean a certificate signed by an officer of the Borrower. 

“Official Body” shall mean the government of the United States of America or any other nation, or in each case any political
subdivision thereof, whether state, local, county, provincial or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital
rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Oil and Gas Liens” shall mean: 
  

	 	(1)	Liens on any specific property or any interest therein, construction thereon or improvement thereto to secure all or any part of the costs incurred for surveying, exploration, drilling, extraction, development,
operation, production, construction, alteration, repair or improvement of, in, under or on such property and the plugging and abandonment of wells located thereon (it being understood that, in the case of Oil and Gas Properties, or any interest
therein, costs incurred for “development” shall include costs incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or
interests); 

  

	 	(2)	Liens on Hydrocarbon Interests to secure obligations incurred or Guaranties of obligations incurred in connection with or necessarily incidental to commitments for the purchase or sale of, or the transportation or
distribution of, the products derived from such property; 

  

	 	(3)	 Liens arising under partnership agreements, oil and gas leases, overriding royalty agreements, Joint Operating Agreements, net profits agreements,
production payment agreements, royalty trust agreements, incentive compensation programs on terms that are reasonably 



  
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customary in the oil and gas business for geologists, geophysicists and other providers of technical services to the Borrower or a Restricted Subsidiary, farm-out agreements, farm-in agreements,
division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements,
production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements,
and other agreements which are customary in the oil and gas business; provided that in all instances, such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; and 


 

	 	(4)	Liens on pipelines or pipeline facilities that arise by operation of law. 

 “Oil and
Gas Properties” shall mean all properties, including equity or other ownership interests therein, owned by the Borrower or any of its Restricted Subsidiaries which contain or are believed to contain Proved Reserves. 

“Order” shall have the meaning specified in Section 2.10.9(b) [Liability for Acts and Omissions]. 

“Other Connection Taxes” shall mean, with respect to any recipient, Taxes imposed as a result of a present or former
connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to and/or enforced any Loan Document, or sold or assigned an interest in any Note or Loan Document). 

“Other Lender Provided Financial Service Product” shall mean agreements or other arrangements under which the Administrative
Agent, any Lender or Affiliate of the Administrative Agent or a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards,
(d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange. 

“Other Taxes” shall mean all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or
similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 

“Participant” shall have the meaning specified in Section 11.8.4 [Participations]. 

“Participating Member State” shall mean any member State of the European Communities that adopts or has adopted the euro as
its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union. 

“Participation Advance” shall have the meaning specified in Section 2.10.3(d) [Participations, Disbursements,
Reimbursement]. 
 “Partnership Interests” shall have the meaning specified in Section 6.3 [Subsidiaries]. 

  
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 “Patent, Trademark and Copyright Security Agreement” shall mean the Patent,
Trademark and Copyright Security Agreement, dated as of the Closing Date, executed and delivered by each of the Loan Parties to the Collateral Agent for the benefit of the Secured Parties. 

“Payment Date” shall mean the first Business Day of each calendar quarter after the date hereof and on the Expiration Date
or upon termination of the Commitments. 
 “Payment In Full” and “Paid in Full” shall mean the payment in
full in cash of the Loans and other Obligations (other than contingent indemnity obligations not then due) under the Loan Documents, termination of the Commitments and expiration or termination of all Letters of Credit (or with respect to any Letter
of Credit with an expiration date that extends beyond the Expiration Date, the pledge of Cash Collateral for such Letter of Credit pursuant to Section 2.10.10 [Cash Collateral Prior to the Expiration Date]). 

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any
successor. 
 “Pension Funding Rules” shall mean the rules of the Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Pension Plans and set forth in Sections 412, 430, and 432 of the Code and Sections 302, 303, and 305 of ERISA. 

“Pension Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. 

“Perfection Certificate” shall mean a certificate in the form of Exhibit 1.1(P)(1) or any other form reasonably
acceptable to the Administrative Agent. 
 “Perfection Certificate Supplement” shall mean a certificate supplement in the
form of Exhibit 1.1(P)(2) or any other form reasonably acceptable to the Administrative Agent. 
 “Permitted
Acquisition” shall have the meaning assigned to such term in Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. 

“Permitted Business” shall mean the business conducted by the Borrower and its Subsidiaries on the Closing Date and any
business of a nature that is or shall have become related to (i) the acquisition, exploration, development, production, operation and disposition of interests in oil, natural gas, and other Hydrocarbon or carbon dioxide properties,
(ii) the gathering, marketing, treating, processing, storage, selling and transporting of any production from such interests or properties, (iii) the treatment, processing, storage, transportation or marketing of Hydrocarbons and other
minerals and products produced in association therewith, (iv) the production of electricity or other sources of power, such as coal-or natural gas-fueled power generation facilities, wind, solar or hydroelectric power generation facilities or
similar activities, (v) coal mining and related operations, (vi) water related services including utilizing, protecting, transporting and treating water and (vii) any activity that is ancillary or complementary to or necessary or
desirable for, or otherwise reasonably related to, the activities described in this definition. 
 “Permitted Business
Investments” shall mean Investments of a nature that is or shall have become customary in the Permitted Business as a means of actively exploiting, exploring for, acquiring, 

  
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developing, processing, gathering, marketing or transporting Hydrocarbons through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with
regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of Permitted Business jointly with third parties, including (i) ownership interests in oil, natural gas, other Hydrocarbon
properties or any interest therein or gathering, transportation, processing, storage or related systems or ancillary real property interests, (ii) Investments in the form of or pursuant to operating agreements, working interests, royalty
interests, mineral interests, processing agreements, farm-in agreements, farm-out agreements, developments agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint
venture agreements, limited liability company agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements and other similar agreements with third parties, and (iii) direct or indirect
ownership interests or Investments in drilling rigs, fracturing units and other equipment used in the Permitted Business or in Persons that own or provide such equipment. 

“Permitted Coal Disposition” shall have the meaning assigned to such term in Section 8.2.7(q) [Dispositions]. 

“Permitted Commodity Swap Agreement” shall mean any commodity Swap Agreement which (1) any Loan Party enters into with
or through a counterparty that, or a counterparty whose credit support provider under the Swap Agreement, has a credit rating of at least “BBB+” by S&P or “Baa1” by Moody’s at the time such Swap Agreement is entered into
(an “Approved Counterparty”), together with the confirmations which such Loan Party may hereafter enter into with or through such counterparty covering, in the aggregate, among all such Swap Agreements, not more than 85% (the
“Swap Cap”) of the forecasted production from Proved Reserves (as reflected in the most recent Reserve Report delivered to the Administrative Agent) on a rolling 5-year basis or (2) any Loan Party enters into with or through a
counterparty where the Swap Agreement is in the nature of basis differential, commodity floors or puts on up to 100% of oil and gas production projected to be produced by or for the benefit of the Loan Parties during the term(s) of such Swap
Agreement(s). 
 “Permitted Liens” shall mean: 
  

	 	(1)	Liens existing on the Closing Date and described on Schedule 8.2.2; 

  

	 	(2)	Liens securing the Obligations in favor of the Collateral Agent for the benefit of the Secured Parties; 

  

	 	(3)	Liens on cash or Temporary Cash Investments securing Letter of Credit Obligations with respect to Letters of Credit that have an expiration date that extends beyond the Letter of Credit Expiration Date in favor of the
applicable Issuing Lender of such Letters of Credit; 

  

	 	(4)	Liens in favor of (a) the Borrower or a Guarantor or (b) by a Restricted Subsidiary that is not a Guarantor in favor of any other Restricted Subsidiary that is not a Guarantor; 


 

	 	(5)	Liens on the Collateral securing obligations in respect of Indebtedness incurred pursuant to Section 8.2.1(n) [Indebtedness]; provided that such Liens shall be subordinated to the Liens securing the
Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent; 

  

	 	(6)	 Liens for taxes, assessments and governmental charges not yet delinquent or the validity of which are being contested in good faith by appropriate
proceedings, promptly instituted and diligently conducted, and for which adequate reserves have been established to the 



  
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extent required by GAAP as in effect at such time, and which proceedings (or orders entered in connection with such proceedings) have the effect of suspending the enforcement or collection of
such Liens; 

  

	 	(7)	Liens incurred to secure appeal bonds and judgment Liens not constituting an Event of Default or Potential Default, in each case in connection with litigation or legal proceedings that are being contested in good faith
by appropriate proceedings; 

  

	 	(8)	Liens upon real or personal property other than the Collateral, including any attachment of personal property or real property or other legal process prior to adjudication of a dispute on the merits, (a) if the
validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed or bonded and continue to be stayed or bonded, (b) if a final judgment
is entered and such judgment is discharged within thirty (30) days of entry, or (c) the payment of which is covered in full (subject to customary deductible) by insurance; 


 

	 	(9)	Liens on the Baltimore Dock Facility securing obligations in respect of Indebtedness incurred pursuant to Section 8.2.1(o) [Indebtedness]; 


 

	 	(10)	Liens securing Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred pursuant to Section 8.2.1(d) [Indebtedness]; provided that (x) such Liens shall
attach only to the property (a) acquired with the proceeds of such Indebtedness or (b) which is the subject of such Capital Lease Obligations and (y) in the case of Indebtedness referred to in subclause (i) of
Section 8.2.1(d) [Indebtedness], such Liens shall attach only to Coal Assets; 

  

	 	(11)	Liens on any of the Excluded Properties; 

  

	 	(12)	Liens on the Equity Interests of a Person that is not a Restricted Subsidiary to secure obligations of such Person; 

  

	 	(13)	claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or real property or other legal process prior to adjudication of a dispute on
the merits, (a) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed, (b) if a final
judgment is entered and such judgment is discharged within thirty (30) days of entry, or (c) the payment of which is covered in full (subject to customary deductible) by insurance; 


 

	 	(14)	precautionary filings under the UCC by a lessor with respect to personal property leased to such Person; 

  

	 	(15)	Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings; 

  

	 	(16)	Liens on Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” incurred in connection with a Qualified Receivables Transaction permitted by
Section 8.2.1(j) [Indebtedness]; 


  
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	 	(17)	Liens on cash or Temporary Cash Investments arising in connection with the defeasance, discharge or redemption of Indebtedness permitted hereunder; 


 

	 	(18)	Liens in respect of Production Payments and Reserve Sales; provided that such Liens are limited to the property that is subject to such Production Payments and Reserve Sales; 


 

	 	(19)	other Liens not otherwise permitted hereunder with respect to Indebtedness or other obligations that do not in the aggregate exceed at any one time outstanding $50,000,000; 


 

	 	(20)	Liens to renew, extend, refinance or refund a Lien referred to in clause (1) above; provided that (i) such new Lien shall be limited to all or part of the same property (including future improvements
thereon and accessions thereto) subject to the original Lien and (ii) the obligations secured by such Lien at such time is not increased to any amount greater than the amount permitted by Refinancing Indebtedness; 


 

	 	(21)	statutory and common law banker’s Liens and rights of setoff on bank deposits; 

  

	 	(22)	option agreements and rights of first refusal granted with respect to assets that are permitted to be disposed of pursuant to the terms of Section 8.2.7 [Dispositions] or Section 8.2.13 [Sale of Proved
Reserves; Pooling]; 

  

	 	(23)	Liens on the subleases (and guarantees thereof) referred to in clause (ii) of the definition of “Longwall Sublease Transaction” to secure obligations under leases referred to in clause (i) of such
definition; 

  

	 	(24)	any leases of assets permitted by Section 8.2.7 [Dispositions]; 

  

	 	(25)	Oil and Gas Liens, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property (other than trade accounts
payable arising in the ordinary course of business); 

  

	 	(26)	Immaterial Title Deficiencies; it being understood that this Permitted Lien does not affect the Borrower’s obligations under Section 8.1.18 [Title Information]; 


 

	 	(27)	pledges, deposits or bonds made in the ordinary course of business to secure payment of reclamation liabilities or workmen’s compensation, or to participate in any fund in connection with workers’
compensation, unemployment insurance or other social security programs (including pledges or deposits of cash securing Letters of Credit that secure payment of such workmen’s compensation, unemployment insurance or other social security
programs); 

  

	 	(28)	Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens (including any other statutory nonconsensual or common law Liens), securing obligations incurred in the ordinary course of business that are
not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default (including pledges or deposits of cash securing Letters of Credit that secure such Liens of landlords securing
obligations to make lease payments that are not yet due and payable or in default) or, with respect to any of the foregoing, that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been established
in accordance with GAAP and which proceedings (or orders entered in connection with such proceedings) have the effect of suspending the enforcement or collection of such Liens; 


  
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	 	(29)	good-faith pledges or deposits made or other Liens granted in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess
of the aggregate amount due thereunder or other amounts as may be customary, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business (including pledges or
deposits of cash securing Letters of Credit that secure such performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder or other amounts as may be
customary, or that secure such statutory obligations, or such surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business); 


 

	 	(30)	encumbrances consisting of zoning restrictions, licenses, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is
violated in any material respect by existing or proposed structures or land use; 

  

	 	(31)	Liens on cash and Temporary Cash Investments securing Indebtedness permitted by Section 8.2.1(f) in an amount not to exceed $25,000,000 at any one time outstanding; and 


 

	 	(32)	deposits and escrows of cash pursuant to customary purchase price adjustment, indemnity or similar obligations under agreements related to acquisitions and Dispositions permitted hereunder; 


provided that the foregoing clauses (5), (7), (10), (19), (24), (27) and (29) shall not be applicable to Proved Reserves. 

“Permitted Marketing Obligations” shall mean Indebtedness of the Borrower or any Restricted Subsidiary under letter of
credit or borrowed money obligations, or in lieu of or in addition to such letters of credit or borrowed money, Guaranties of such Indebtedness or other obligation, of the Borrower or any Restricted Subsidiary by any other Restricted Subsidiary, as
applicable, related to the purchase by the Borrower or any Restricted Subsidiary of Hydrocarbons for which the Borrower or such Restricted Subsidiary has contracts to sell; provided that, in the event that such Indebtedness or obligations are
Guarantied by the Borrower or any such Restricted Subsidiary, then either: 
  

	 	(1)	the Person with which the Borrower or such Restricted Subsidiary has contracts to sell has an Investment Grade Rating from S&P or Moody’s, or in lieu thereof, a Person Guarantying the payment of such obligated
Person has an Investment Grade Rating from S&P or Moody’s; or 

  

	 	(2)	such Person posts, or has posted for it, a letter of credit in favor of the Borrower or such Restricted Subsidiary with respect to all such Person’s obligations to the Borrower or such Restricted Subsidiary under
such contracts. 

 “Permitted Unsecured Notes” shall mean any unsecured notes issued by the Borrower in one
or more transactions; provided that (i) no payment of principal in respect of such notes shall be required prior to six months after the Expiration Date in effect at the time of issuance (except for customary offers to purchase with
proceeds of asset sales or upon the occurrence of a change of control), (ii) such notes shall not include any financial maintenance covenants, and the covenants and events of default shall 

  
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be customary for high yield debt securities but in any event shall not be more restrictive than the covenants and events of default hereunder, taken as a whole, (iii) no Subsidiary of any
Borrower shall Guaranty such notes unless such Subsidiary is (or concurrently with any such Guaranty becomes) a Guarantor hereunder. 

“Person” shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company,
trust, unincorporated organization, joint venture, Official Body, or any other entity. 
 “Pledged Securities” shall mean
all of the property described as “Pledged Securities” in the Security Agreement. 
 “Pledgor” shall have the
meaning set forth in the Security Agreement. 
 “PNC” shall mean PNC Bank, National Association, its successors and
assigns. 
 “Potential Default” shall mean any event or condition which with notice or passage of time, or any combination
of the foregoing, would constitute an Event of Default. 
 “Preferred Stock” shall mean, with respect to any Person,
Capital Stock of such Person of any class or classes (however designated) which is preferred as to the payment dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over Capital Stock of any other class of such Person. 
 “Prime Rate” shall mean the interest rate per annum
announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged to commercial borrowers or others by the Administrative Agent. Any
change in the Prime Rate shall take effect at the opening of business on the day such change is announced. 
 “Principal
Office” shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania. 
 “Pro Forma
Basis” shall mean: 
  

	 	(1)	any Material Acquisition/Disposition, any Permitted Coal Disposition and any dividend or distribution on, or repurchases or redemptions of, Capital Stock of the Borrower made or to be made by the Borrower or any
Restricted Subsidiary during the applicable reference period or subsequent to such reference period and on or prior to the date of determination will be given pro forma effect as if it had occurred on the first day of the applicable reference
period; 

  

	 	(2)	any Person that is a Restricted Subsidiary on the date of determination will be deemed to have been a Restricted Subsidiary at all times during such reference period; 


 

	 	(3)	any Person that is not a Restricted Subsidiary on the date of determination will be deemed not to have been a Restricted Subsidiary at any time during such reference period; 


 

	 	(4)	 Consolidated Cash Interest Expense shall be calculated after giving pro forma effect to incurrences and repayments of Indebtedness (other than
ordinary course working capital 



  
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borrowings and repayments under revolving credit facilities) during the applicable reference period or subsequent to such reference period and on or prior to the date of determination to the
extent in connection with any transaction referred to in clause (1) above as if it had occurred on the first day of the applicable reference period; 

  

	 	(5)	if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period
(taking into account the effect on such interest rate of any Specified Swap Agreement applicable to such Indebtedness). 


For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith
by a Responsible Officer of the Borrower and in a manner consistent with Article 11 of Regulation S-X of the Securities Act, as set forth in a certificate of a Responsible Officer of the Borrower (with supporting calculations) and reasonably
acceptable to the Administrative Agent. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility (to the extent required to be computed on a pro forma basis) shall be computed based
upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,
or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. 

“Production Payments and Reserve Sales” shall mean the grant or transfer by the Borrower or any Restricted Subsidiary to any
Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of
production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject
interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Permitted Business,
including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Permitted Business for geologists, geophysicists or other providers of technical services to the Borrower or any
Restricted Subsidiary. 
 “Properties” shall have the meaning assigned to such term in Section 6.25(b) [Environmental
Matters]. 
 “Proved Developed Non-Producing Reserves” shall mean the Proved Reserves that are Developed Oil and Gas
Reserves that are shut-in and behind-pipe reserves and other reserves for which production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well. 

“Proved Developed Producing Reserves” shall mean the Proved Reserves that are Developed Oil and Gas Reserves and are
expected to be recovered from completion intervals that are open and producing at the time of determination; provided that improved recovery Proved Reserves are considered producing only after the improved recovery project is in
operation. 
 “Proved Gas Collateral” shall mean Proved Reserves that constitute no less than 75% of the total present
value of all such Proved Reserves included in the Borrowing Base as such present values are determined in accordance with the most recent Reserve Report, together with as-extracted collateral related to such Proved Reserves. 

  
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 “Proved Reserves” shall mean the “proved oil and gas reserves” as
such term is defined by the SEC in its standards and guidelines. 
 “Proved Undeveloped Reserves” shall mean the Proved
Reserves that are “undeveloped oil and gas reserves” as such term is defined by the SEC in its standards and guidelines. 

“Publicly Traded Debt Securities” shall mean any issue of debt securities of (i) prior to the Separation Transaction,
the Borrower or any Restricted Subsidiary or (ii) after the Separation Transaction, the Borrower or any other Gas Loan Party, in either case, which debt securities are originally issued in a public offering registered with the Securities and
Exchange Commission or in an offering pursuant to Rule 144A under the Securities Act and of which issue at least the Threshold Amount is outstanding. 

“Published Rate” shall mean the rate of interest published each Business Day in The Wall Street Journal “Money
Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by
leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent). 

“Qualified ECP Loan Party” shall mean each Loan Party that on the Eligibility Date is (a) a corporation, partnership,
proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the Commodity Exchange Act and CFTC regulations thereunder that has total assets exceeding $10,000,000, or (b) an
Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act by entering into or otherwise providing a
“letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

“Qualified Receivables Transaction” shall mean the Existing Receivables Financing and any transaction or series of
transactions that may be entered into by the Borrower or any Restricted Subsidiary in which the Borrower or any such Restricted Subsidiary may sell, contribute, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a
transfer by the Borrower or any Restricted Subsidiaries of the Borrower) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any Receivables (whether now existing or arising in
the future) of the Borrower or any Restricted Subsidiary, and any related assets, including all collateral securing such Receivables, all contracts and all Guaranties or other obligations in respect of such Receivables, proceeds of such Receivables
and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables. 

“Ratable Share” shall mean the proportion that a Lender’s Commitment bears to the Commitments of all of the Lenders. If
the Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Commitments most recently in effect, giving effect to any assignments; provided that in the case of Section 2.13 [Defaulting Lenders] when
a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage of the aggregate Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. 

“Real Property” shall mean, individually as the context requires, the real property (other than the Excluded Properties)
that is owned or leased by any Loan Party, including, but not limited to the surface, Coal, methane gas and other mineral rights, interests and coal leases associated with the properties described on Schedule 1.1(R) (other than the Excluded
Properties), and “Real Property” shall mean, collectively, as the context requires, all of the foregoing but shall not include any asset that shall have been released, pursuant to Section 10.10 [Authorization to Release
Collateral or Guarantors; Certain Amendments] or 11.1.1(d) [Required Consents] from the Liens created in connection with this Agreement. 

  
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 “Receivable Obligor” shall mean, with respect to any Receivable, the Person
obligated to make payments pursuant to the contract relating to such Receivable. 
 “Receivables” shall mean any
Indebtedness and other payment obligations owed to the Borrower, any Restricted Subsidiary or any Receivables Subsidiary, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each case arising in
connection with the sale of Coal and related inventory in the ordinary course of business. 
 “Receivables Servicer” shall
mean the Borrower, as servicer under the Existing Receivables Financing, together with its successors and permitted assigns in such capacity. 

“Receivables Subsidiary” shall mean a wholly owned Subsidiary of the Borrower (or another Person formed for the purpose of
engaging in a Qualified Receivables Transaction with the Borrower or a Restricted Subsidiary in which the Borrower or any Restricted Subsidiary makes an Investment and to which the Borrower or any Restricted Subsidiary transfers Receivables) that
engages in no activities other than in connection with the financing of Receivables, all proceeds thereof and all rights (contractual or other), collateral and other assets, in each case, relating to such Receivables, and any business or activities
incidental or related to such business, and that is designated by the Borrower’s Board of Directors (as provided below) as a Receivables Subsidiary and 
  

	 	(1)	no portion of the Indebtedness or any other obligations (contingent or otherwise) of which: 

  

	 	(a)	is Guarantied by the Borrower or any Restricted Subsidiary (excluding Guaranties of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants,
indemnities and performance guarantees customarily entered into in connection with accounts receivables financings); 

  

	 	(b)	is recourse to or obligates the Borrower or any Restricted Subsidiary in any way other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with accounts
receivables financings; or 

  

	 	(c)	subjects any property or asset of the Borrower or of any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties,
covenants and indemnities customarily entered into in connection with accounts receivables financings and limited to assets financed thereunder; 

  

	 	(2)	with which neither the Borrower nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Borrower or such Restricted Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing Receivables; and 


 

	 	(3)	with which neither the Borrower nor any Restricted Subsidiary has any obligation to maintain or preserve such Receivables Subsidiary’s financial condition (other than customary requirements for the maintenance of a
minimum net worth) or cause such Receivables Subsidiary to achieve certain levels of operating results. 


  
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 Notwithstanding the foregoing, CNX Funding shall be deemed to be a Receivables Subsidiary under
the Existing Receivables Financing. Any designation of a Receivables Subsidiary by the Borrower’s Board of Directors after the Closing Date shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a Board
Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions. 

“Recipient” shall mean (i) the Administrative Agent, (ii) any Lender and (iii) any Issuing Lender, as
applicable. 
 “Refinance” shall mean, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay,
redeem, replace, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Refinancing Indebtedness” shall mean Indebtedness that Refinances any Indebtedness of the Borrower or any Restricted
Subsidiary existing on the Closing Date or incurred in compliance with this Agreement, including Indebtedness that Refinances Refinancing Indebtedness; provided that: 

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced; 
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is incurred
that is equal to or greater than the Average Life of the Indebtedness being Refinanced; 
 (3) such Refinancing Indebtedness
has an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then
outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; 

(4) if the refinanced Indebtedness was subordinated in right of payment to the Obligations or the Guaranties thereof, as the
case may be, then such Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Obligations or the Guaranties thereof, as the case may be, at least to the same extent as the refinanced Indebtedness; and 

(5) if the refinanced Indebtedness is purchase money obligations, (a) the holders of such Refinancing Indebtedness agree
that they will look solely to the fixed assets so acquired which secure such Refinancing Indebtedness, and neither the Borrower nor any Restricted Subsidiary (i) is directly or indirectly liable for such Refinancing Indebtedness or
(ii) provides credit support, including any undertaking, Guaranty, agreement or instrument, related to such Refinancing Indebtedness that would constitute Indebtedness (other than the grant of a Lien on such acquired fixed assets) and
(b) no default or event of default with respect to such Refinancing Indebtedness would cause, or permit (after notice or passage of time or otherwise), any holder of any other Indebtedness of the Borrower or a Guarantor to declare a default or
event of default on such other Indebtedness or cause the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior to any scheduled principal payment, scheduled sinking fund
payment or maturity; 

  
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 provided further, however, that Refinancing Indebtedness shall not include: 

(a) Indebtedness of a Subsidiary that Refinances Indebtedness of the Borrower; or 

(b) Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower that Refinances Indebtedness of an Unrestricted
Subsidiary. 
 “Regulation U” shall mean Regulation U, T or X as promulgated by the Board of Governors of the Federal
Reserve System, as amended from time to time. 
 “Reimbursement Date” shall have the meaning specified in
Section 2.10.3(b) [Participations, Disbursements, Reimbursement]. 
 “Reimbursement Obligation” shall have the
meaning specified in Section 2.10.3(b) [Participations, Disbursements, Reimbursement]. 
 “Related Parties” shall
mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

“Related Security” shall mean, with respect to any Receivable subject to a Qualified Receivables Transaction: 

(1) all of CNX Funding’s and the Loan Parties’ interests in any goods (including returned goods), and documentation
of title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Receivable, 

(2) all instruments and chattel paper that may evidence such Receivable, 

(3) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such
Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto, and 

(4) all of CNX Funding’s and the Loan Parties’ rights, interests and claims under the contracts and all guaranties,
indemnities, insurance and other agreements (including the related contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the
contract related to such Receivable or otherwise. 
 “Release” shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharge, injecting, escaping, leaching, dumping, disposing, depositing or migration into the Environment, or into, from or through any building or structure. 

“Relevant Interbank Market” shall mean in relation to Euro, the European Interbank Market, and, in relation to any other
currency, the London interbank market or other applicable offshore interbank market. 
 “Removal Effective Date” shall
have the meaning assigned to such term in Section 10.6 [Resignation of Agents]. 

  
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 “Reportable Compliance Event” shall mean that any Covered Entity becomes a
Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of
facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in violation of any Anti-Terrorism Law. 

“Reportable Event” shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with
respect to a Plan or Multiemployer Plan. 
 “Required Borrowing Base Lenders” shall mean, at any time, Lenders having in
the aggregate Revolving Exposures and unused Revolving Credit Commitments representing more than 66.66% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time. 

“Required Increasing Borrowing Base Lenders” shall mean, at any time, Lenders having in the aggregate Revolving Exposures
and unused Revolving Credit Commitments representing no less than 95% of the sum of the total Revolving Exposures and unused Revolving Credit Commitments at such time. 

“Required Lenders” shall mean Lenders (other than any Defaulting Lender) having more than 50% of the aggregate amount of the
Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the Lenders
(excluding any Defaulting Lender). 
 “Required Permits” shall mean all permits, licenses, authorizations, plans,
approvals and bonds necessary under the applicable Laws for the Loan Parties to continue to conduct coal mining, oil and gas and related operations on, in or under such parties’ real property, and any and all other mining properties owned or
leased by the Borrower or any such Loan Party (collectively “Mining Property”) or Oil and Gas Properties substantially in the manner as such operations had been authorized immediately prior to such Loan Party’s acquisition of its
interests in such real property and as may be necessary for such Loan Party to conduct, in all material respects, coal mining, oil and gas and related operations on, in or under the Oil and Gas Properties or the Mining Property as described in any
plan of operation. 
 “Required Share” shall have the meaning assigned to such term in Section 5.10 [Settlement Date
Procedures]. 
 “Required Title Information” shall have the meaning assigned to such term in Section 8.1.18 [Title
Information]. 
 “Reserve Report” shall mean the most recent of the December 31 Reserve Report, the June 30
Reserve Report, or the Alternate Reserve Report. 
 “Responsible Officer” shall mean each of the chief executive officer,
president, chief financial officer and treasurer of each Loan Party, or with respect to Cardinal States Gathering Company, a Virginia general partnership, at any time such general partnership does not have one of the foregoing officers, its
management committee representatives. 
 “Restricted Payment” shall mean: 

 

	 	(1)	 the declaration or payment of any dividends or any other distributions of any sort in respect of Equity Interests of the Borrower or any Restricted
Subsidiary (including any 



  
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payment in connection with any merger or consolidation involving the Borrower or any Restricted Subsidiary) or similar payment to the direct or indirect holders of such Equity Interests, other
than: 

  

	 	(a)	dividends or distributions payable solely in Equity Interests of the Borrower (other than Disqualified Stock); 

  

	 	(b)	dividends or distributions payable solely to the Borrower or a Restricted Subsidiary; and 

  

	 	(c)	pro rata dividends or other distributions made by a Restricted Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation);


  

	 	(2)	the purchase, repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Borrower or any Restricted Subsidiary held by any other Person (other than any acquisition or retirement
for value from, or payment to, the Borrower or any Restricted Subsidiary); or 

  

	 	(3)	the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the
Borrower or any Guarantor (other than (a) any intercompany Indebtedness between or among the Borrower and any Restricted Subsidiary and (b) the purchase, repurchase or other acquisition of Subordinated Obligations acquired in anticipation
of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition). 


“Restricted Subsidiary” shall mean any Subsidiary of the Borrower that is not an Unrestricted Subsidiary. 

“Revolving Credit Commitment” shall mean, as to any Lender at any time, the amount initially set forth opposite its name on
Schedule 1.1(B) in the column labeled “Amount of Commitment,” as such Commitment is thereafter assigned pursuant to an Assignment and Assumption Agreement, increased pursuant to Section 2.12 [Increase in Commitments] or
decreased pursuant to Section 2.4 [Voluntary Commitment Reduction], and “Revolving Credit Commitments” shall mean the aggregate Revolving Credit Commitments of all of the Lenders. 

“Revolving Credit Loans” shall mean collectively and “Revolving Credit Loan” shall mean separately all
Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1.1 [Revolving Credit Commitments] or Section 2.10.3 [Participations, Disbursements, Reimbursement]. 

“Revolving Credit Notes” shall mean collectively and “Revolving Credit Note” shall mean separately all the
Revolving Credit Notes of the Borrower in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans. 
 “Revolving
Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Credit Loans and its Letter of Credit Obligations and Swingline Exposure at such time. 

  
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 “Revolving Facility Usage” shall mean at any time the sum of the outstanding
Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations. 
 “Sanctioned Country” shall
mean a country subject to a sanctions program maintained under any Anti-Terrorism Law. 
 “Sanctioned Person” shall mean
any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but
not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law. 
 “SEC” shall mean
the Securities and Exchange Commission, or any Official Body succeeding to any of its principal functions. 
 “Secured
Parties” shall mean collectively, the Collateral Agent, the Administrative Agent, the Swingline Lender, the Issuing Lenders, the Lenders and any provider of a Specified Swap Agreement or Other Lender Provided Financial Service Product. 

“Securities Act” shall mean the Securities Act of 1933. 

“Security Agreement” shall mean the Security Agreement, dated as of the Closing Date, executed and delivered by each of the
Loan Parties to the Collateral Agent for the benefit of the Secured Parties. 
 “Security Documents” shall mean,
collectively, the Security Agreement, the Mortgages, the Patent, Trademark and Copyright Security Agreement and each other security document or pledge agreement delivered in accordance with applicable local Law to grant a valid, perfected security
interest in any property as Collateral for the Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement or any other such security document or pledge agreement to be filed with respect to the
security interests in property and fixtures created pursuant to any document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as Collateral for the Obligations, and amendments,
supplements or joinders to the foregoing. 
 “Separation Transaction” shall mean (i) the Gas Spinoff or (ii) the
Coal Spinoff; provided that (i) in the case of the Gas Spinoff, concurrently with the consummation of the Gas Spinoff, (a) the Gas Holding Company assumes (the “Assumption”) the obligations of the Borrower under
this Agreement pursuant to documentation reasonably satisfactory to the Administrative Agent, accompanied by such certificates and opinions as are reasonably requested by the Administrative Agent and (b) each Guarantor that is a Subsidiary of
the Gas Holding Company shall ratify its obligations under the Guaranty pursuant to documentation reasonably satisfactory to the Administrative Agent, (ii) if after giving effect thereto the aggregate amount of Revolving Exposures exceeds the
lesser of the Revolving Credit Commitments and the Borrowing Base, the Borrower shall have repaid Revolving Credit Loans and/or Swing Loans and/or Cash Collateralized Letters of Credit to eliminate such excess, (iii) no Potential Default or
Event of Default shall exist or result therefrom, (iv) the Total Leverage Ratio at such time, calculated on a Pro Forma Basis, shall not exceed 2.75:1.00 and (v) no material liabilities of CEI or any of its Subsidiaries relating primarily
to Coal Assets shall be contractually retained or assumed by the Gas Holding Company or any of its Subsidiaries; provided that prior to the Assumption, the Gas Holding Company, to the extent not a Loan Party on the date hereof, shall comply
with the requirements of Section 11.13 [USA Patriot Act Notice]. Upon the Assumption, CEI will be released from its obligations as the borrower under this Agreement and the Guaranty Agreeement. 

  
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 “Settlement Date” shall mean the Business Day on which the Administrative Agent
elects to effect settlement pursuant to Section 5.10 [Settlement Date Procedures]. 
 “Solvent” shall mean, with
respect to any Person on any date of determination, taking into account such right of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they
mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person is engaged, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. In computing
the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expect to
become an actual or matured liability. 
 “S&P” shall mean Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc. 
 “Specified Swap Agreement” shall mean (i) any Swap Agreement between
(a) any Loan Party and (b) any counterparty that is, or was at the Closing Date or at the time such Swap Agreement was entered into, the Administrative Agent, a Lender or an Affiliate of an entity that is the Administrative Agent or an
entity that is a Lender or (ii) any Swap Agreement that has been in effect since prior to the Closing Date, as set forth on Schedule 1.1(S) and is between (a) any Loan Party and (b) any counterparty that was the administrative
agent, a lender or an Affiliate of an entity that is the administrative agent or an entity that is a lender under any of the Existing Credit Agreements and has appointed the Collateral Agent as its collateral agent under the Security Documents
pursuant to arrangements reasonably satisfactory to the Administrative Agent. 
 “Standby Letter of Credit” shall mean a
Letter of Credit issued to support obligations of one or more of the Loan Parties, contingent or otherwise, which finance the working capital and business needs of the Loan Parties. 

“Stated Maturity” shall mean, with respect to any security, the date specified in such security as the fixed date on which
the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred). 
 “Subordinated Obligation” shall mean any
Indebtedness of the Borrower or any Guarantor (whether outstanding on the Closing Date or thereafter incurred) which is subordinate or junior in right of payment to, in the case of the Borrower, the Obligations or, in the case of a Guarantor, its
Guaranty of the Obligations pursuant to a written agreement to that effect. 
 “Subsidiary” shall mean, with respect to
any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of the Voting Stock thereof is at the time owned or controlled, directly or indirectly, by: 

 

	 	(1)	such Person; 


  
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	 	(2)	such Person and one or more Subsidiaries of such Person; or 

  

	 	(3)	one or more Subsidiaries of such Person. 

 “Subsidiary Shares” shall have the
meaning specified in Section 6.3 [Subsidiaries]. 
 “Swap” shall mean any “swap” as defined in
Section 1a(47) of the Commodity Exchange Act and regulations thereunder, other than (a) a swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the Commodity Exchange Act,
or (b) a commodity option entered into pursuant to Commodity Futures Trading Commission Regulation 32.3(a). 
 “Swap Aggregate
Exposure” shall mean, as of any Test Date, the sum of all Exposures with respect to all Acquisition Swap Agreements 

“Swap Agreement” shall mean (i) any interest or currency rate swap, rate cap, rate floor, rate collar, exchange
transaction, put or call option, forward agreement, foreign exchange or other exchange or rate protection agreement or any option with respect to any such transaction and (ii) any cap, floor, collar, exchange transaction, contract for sale for
future delivery of oil or gas, hedging contract, forward contract, swap agreement, futures contract, call or put option or any other similar agreement or other exchange or protection agreement relating to Hydrocarbons or any option with respect to
any such transaction, in either case entered into for the purpose of hedging risk related to commodity prices, interest rates, currency exchange rates, securities prices or financial market conditions (specifically excluding contracts entered into
in the ordinary course of business for the future sale and delivery of commodities, including but not limited to take-or-pay contracts). 

“Swap Cap” shall have the meaning assigned to such term in the definition of “Permitted Commodity Swap Agreement”.

 “Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a Swap. 
 “Swingline Cap” shall mean $50,000,000. 

“Swingline Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding at such time.
The Swingline Exposure of any Lender at any time shall be its Ratable Share of the total Swingline Exposure at such time. 

“Swingline Lender” shall mean the Administrative Agent in its capacity as the lender of Swing Loans. 

“Swingline Note” shall mean the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the
Swing Loans. 
 “Swing Loan Request” shall mean a request for Swing Loans made in accordance with Section 2.5.2
[Swing Loan Requests]. 
 “Swing Loans” shall mean collectively and “Swing Loan” shall mean separately
all Swing Loans or any Swing Loan made by the Swingline Lender to the Borrower pursuant to Section 2.6.3 [Making Swing Loans]. 

  
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 “Syndication Agent” shall mean Bank of America, N.A. and its successors and
assigns, including any Person succeeding to the role of Syndication Agent and performing similar functions hereunder. 
 “Target
Oil and Gas Properties” shall have the meaning assigned to such term in Section 8.2.12 [Swaps]. 
 “Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.
“Taxation” shall have a correlative meaning. 
 “Temporary Cash Investments” shall mean any of the
following: 
  

	 	(1)	any Investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof; 


 

	 	(2)	Investments in time deposit accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of
the United States of America, any state thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250.0 million (or the foreign currency
equivalent thereof) and has outstanding debt which is rated “A-” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act)
or any money-market fund sponsored by a registered broker dealer or mutual fund distributor whose assets consist of obligations of the types described in clauses (1), (2), (3), (4) and (5) of this definition; 


 

	 	(3)	repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) of this definition entered into with a bank meeting the qualifications described in clause
(2) of this definition; 

  

	 	(4)	Investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a Person (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to
S&P or “R-1” (or higher) by Dominion Bond Rating Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian issuer); 

  

	 	(5)	Investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least “A” by S&P or “A-2” by Moody’s; 

  

	 	(6)	Investments in asset-backed securities maturing within one year of the date of acquisition thereof with a long-term rating at the time as of which any Investment therein is made of “A” (or higher) by Dominion
Bond Rating Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian issuer); 


  
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	 	(7)	obligations of any foreign government or obligations that possess a guaranty of the full faith and credit of any foreign government; 


 

	 	(8)	obligations of United States government-sponsored enterprises, Federal agencies, and Federal financing banks that are not otherwise authorized including, but not limited to, (i) United States government-sponsored
enterprises such as instrumentalities of the Federal Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks and Federal National Mortgage Association and (ii) Federal agencies such as instrumentalities of the
Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export-Import Bank, Farmers Home Administration and Tennessee Valley Authority; 


 

	 	(9)	debt obligations (other than commercial paper obligations) of domestic or foreign corporations; 

  

	 	(10)	preferred stock obligations with a floating rate dividend that is reset periodically at auction; 

  

	 	(11)	Investments in repurchase agreements collateralized by any of the above securities eligible for outright purchase; provided that the collateral is delivered to a bank custody account in accordance with the terms
of a written repurchase agreement with a dealer or bank; and 

  

	 	(12)	Investments in shares of institutional mutual funds whose investment policies are essentially in agreement with the type and criteria for Investments otherwise set forth in this definition, 


provided that Investments described in clauses (7) through (12) of this definition are restricted to obligations rated no lower than
“A3” or “P-1” by Moody’s or “A-” or “A-1” by S&P. 
 “Test Date”
shall mean the first Business Day of each calendar week; provided that if on the first Business Day of any calendar week the Swap Aggregate Exposure shall exceed $100,000,000, then, for the period commencing on such Test Date to and including
the first Business Day of the next succeeding calendar week thereafter on which the Swap Aggregate Exposure shall be less than or equal to $100,000,000, the Swap Aggregate Exposure shall be calculated at the end of each Business Day assuming that a
settlement date had occurred on the immediately preceding Business Day. 
 “Threshold Amount” shall mean $50,000,000. 

“Total Leverage Ratio” shall mean, on any date of determination, the ratio of: 

 

	 	(1)	the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries of the type referenced under clauses (1), (2) and (3) of the definition of “Indebtedness” outstanding on
such date, after giving effect to all incurrences and repayments of such Indebtedness occurring on such date; provided that (x) all obligations under undrawn standby letters of credit (whether or not issued under this Agreement) issued
with respect to performance obligations under sales contracts, mine reclamation, black lung benefit liabilities, workers compensation and other employee benefit liabilities shall be excluded from this clause (a), (y) the face amount of all
other letters of credit (other than to the extent Cash Collateralized) shall be included in this clause (a), whether or not drawn, and (z) all obligations in respect of advance royalty commitments shall be excluded from this clause (a), to:


  

	 	(2)	Consolidated EBITDA of the Borrower for the most recent four-quarter period ended prior to the date of determination for which internal financial statements are available. 


  
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 “UCP” shall have the meaning assigned to such term in Section 11.11.1
[Governing Law]. 
 “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in
effect in each applicable jurisdiction or other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law. 

“United States Tax Compliance Certificate” shall have the meaning assigned to such term in Section 5.8.5(b)(i)(C)
[Status of Lenders]. 
 “Unrestricted Subsidiary” shall mean (i) CNX Funding and (ii) any other Subsidiary of
the Borrower (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) that is designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary
pursuant to a Board Resolution in accordance with Section 8.2.3 [Designation of Unrestricted Subsidiaries]. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. 

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 

“Utilization Percentage” shall mean, as determined quarterly for the preceding quarter, the average daily quotient obtained
by dividing the Revolving Facility Usage during the preceding fiscal quarter by the lesser of (i) the Revolving Credit Commitments and (ii) the Borrowing Base. 

“Voting Stock” of a Person shall mean all classes of Capital Stock of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
  

	 	1.2	Construction. 

 Unless the context of this Agreement otherwise clearly requires, the
following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any
other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise
specified; (iv) reference to any Person includes such Person’s permitted successors and assigns; (v) unless otherwise provided, reference to any agreement, including this Agreement and any other Loan Document together with the
schedules and exhibits hereto or thereto, document or instrument, order, declaration, understanding or other arrangement means such agreement, document, instrument, order, declaration, understanding or other arrangement as amended, restated,
supplemented, modified, extended, renewed, refunded, superseded, substituted for, replaced, refinanced or increased in whole or in part, from time to time; (vi) any reference to any Law shall include all statutory and regulatory provisions
consolidating, 

  
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amending, replacing or interpreting such Law and any reference to any Law shall, unless otherwise specified, refer to such Law as amended, modified, supplemented or replaced from time to time;
(vii) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”;
(viii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights; (ix) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document; (x) unless otherwise specified, all references herein to
times of day shall be references to Eastern time and (xi) references to the “date hereof” or “date of this Agreement” shall be to the Closing Date. 
  

	 	1.3	Accounting Principles. 

 Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the
Historical Statements referred to in Section 6.9(a) [Historical Statements]. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the
approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to
such change in GAAP. 
  

	 	1.4	Valuations. 

 Whenever this Agreement requires the determination of the monetary value
of “other consideration,” a Guaranty, “other obligations” or an Investment and the computation method to determine such monetary value is not already addressed by GAAP, (i) the monetary value of “other
consideration” or an Investment of tangible property shall be calculated as the Fair Market Value of such consideration or tangible property, (ii) the monetary value of any Guaranty at any time of a fixed monetary obligation shall be the
amount of such fixed monetary obligation at such time, (iii) the monetary value of any Guaranty of a fixed stream of monetary obligations at any time shall be the present value of the remaining amounts of such stream of monetary obligations at
such time discounted at a rate equal to the Borrower’s cost of funds at such time, (iv) the monetary value of a Guaranty of performance or of contingent liabilities at any time shall be the amount which, in light of all the facts and
circumstances existing at the time, represent the amount which would reasonably be expected to become an actual or matured monetary obligation or liability of the Person making such Guaranty determined by such Person in good faith, or (v) the
monetary value of “other obligations,” contingent or otherwise, at any time shall be the amount which, in light of all the facts and circumstances existing at the time, represent the amount which would reasonably be expected to become an
actual or matured monetary obligation or liability of the Person who is obligated for such “other obligations.” 

  
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	 	1.5	Letter of Credit Amounts. 

 Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such times. 
 2. REVOLVING CREDIT AND SWING LOAN FACILITIES 

 

	 	2.1	Commitments. 

  

	 	2.1.1	Revolving Credit Loans. 

 Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that after giving
effect to each such Loan, (i) such Lender’s Revolving Exposure shall not exceed such Lender’s Revolving Credit Commitment, (ii) the Revolving Facility Usage shall not exceed the lesser of (a) the Borrowing Base and
(b) the Revolving Credit Commitments, and (iii) the aggregate amount of Indebtedness under this Agreement shall not exceed the Applicable Notes Indenture Cap; provided, further, that (x) at the Administrative
Agent’s request, the Borrower shall provide the Administrative Agent calculations and supporting information reasonably satisfactory to the Administrative Agent showing compliance with clause (iii) and (y) notwithstanding the
foregoing clause (x), the Administrative Agent shall have no obligation to request such calculation or information or to determine compliance with clause (iii), and shall be fully entitled to assume (without any further investigation) that each
borrowing of Revolving Credit Loans complies with clause (iii) if the Borrower makes a Loan Request for such borrowing. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay
and reborrow pursuant to this Section 2.1.1 [Revolving Credit Loans]. 
  

	 	2.1.2	Swing Loans. 

 Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing
Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of the Swingline Cap; provided that the Revolving
Facility Usage shall not at any time exceed the lesser of (a) the Borrowing Base and (b) the Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may
borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]. 
  

	 	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. 

 Each
Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Loan Requests] in accordance with its Ratable Share. The obligations of each Lender hereunder are several. The failure of any Lender to
perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to
make Revolving Credit Loans hereunder on or after the Expiration Date. 

  
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	 	2.3	Commitment Fees. 

 Accruing from the date hereof until the Expiration Date, the Borrower
agrees to pay to the Administrative Agent for the account of each Lender, as consideration for such Lender’s Revolving Credit Commitment hereunder, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable
Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be
constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that
any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such
Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the
Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date. 

 

	 	2.4	Voluntary Commitment Reduction. 

 The Borrower shall have the right any time and from
time to time, without premium or penalty, upon three (3) Business Days’ prior written, irrevocable notice to the Administrative Agent to permanently reduce, in whole multiples of $5,000,000, or terminate the Revolving Credit Commitments;
provided that any such reduction or termination shall be accompanied by (a) the payment in full of any Commitment Fee then accrued on the amount of such reduction or termination and (b) the prepayment of the Revolving Credit Loans,
together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.9 [Indemnity] hereof), to the extent that the Revolving Facility Usage exceeds the Revolving Credit Commitment as so
reduced or terminated; and provided further that the Revolving Credit Commitments may not be reduced below the Revolving Facility Usage. Each reduction of Revolving Credit Commitments shall ratably reduce the Revolving Credit Commitments of
the Lenders. From the effective date of any such reduction or termination, the obligations of the Borrower to pay the Commitment Fee pursuant to Section 2.3 [Commitment Fees] shall correspondingly be reduced or cease. 

 

	 	2.5	Loan Requests. 

  

	 	2.5.1	Revolving Credit Loan Requests. 

 Except as otherwise provided herein, the Borrower may
from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by
delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the LIBOR Rate Option applies or the
conversion to or the renewal of the LIBOR Rate Option for any Loans; and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of
the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing
in such form and delivered by facsimile or email (in “pdf,” “tif” or similar format) (each, a “Loan Request”); it being understood that the Administrative Agent may rely on the authority of any individual making
such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request 

  
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shall be irrevocable and shall specify or certify, as applicable (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans comprising each Borrowing Tranche,
which amount shall be in (x) an integral multiple of $1,000,000 and not less than $5,000,000 for each Borrowing Tranche under the LIBOR Rate Option and (y) an integral multiple of $50,000 and not less than the lesser of $500,000 or the
maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (iii) whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche; and (iv) in the
case of a Borrowing Tranche to which the LIBOR Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche. 
  

	 	2.5.2	Swing Loan Requests. 

 Except as otherwise provided herein, the Borrower may from time
to time prior to the Expiration Date request the Swingline Lender to make Swing Loans by delivery to the Swingline Lender not later than 2:00 p.m. on the proposed Borrowing Date of a duly completed request therefor substantially in the form of
Exhibit 2.5.2 hereto or a request by telephone immediately confirmed in writing in such form and delivered by facsimile or email (in “pdf,” “tif” or similar format) (each, a “Swing Loan Request”); it being
understood that the Swingline Lender may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the
proposed Borrowing Date and the principal amount of such Swing Loan, which shall be in integral multiples of $50,000 and shall be not less than $100,000. 
  

	 	2.6	Making and Repayment of Loans. 

  

	 	2.6.1	Making Revolving Credit Loans. 

 The Administrative Agent shall, promptly after receipt
by it of a Loan Request pursuant to Section 2.5.1 [Revolving Credit Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Lenders of the
requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each
Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each
Additional Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 2:00 p.m. on the applicable Borrowing Date; provided that if any
Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender
shall be subject to the repayment obligation in Section 2.6.2 [Presumptions of the Administrative Agent]. 
  

	 	2.6.2	Presumptions by the Administrative Agent. 

 Unless the Administrative Agent shall have
received notice from a Lender prior to 1:00 p.m. on the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.6.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment 

  
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to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable
Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent. 
  

	 	2.6.3	Making Swing Loans. 

 So long as the Swingline Lender elects to make Swing Loans, the
Swingline Lender shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2 [Swing Loan Requests], fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 3:00 p.m.
on the Borrowing Date. 
  

	 	2.6.4	Repayment of Loans. 

 The Borrower shall repay all Loans together with all outstanding
interest thereon on the Expiration Date. 
  

	 	2.7	Notes. 

  

	 	2.7.1	Revolving Credit Notes. 

 If requested by any Lender, the obligation of the Borrower to
repay the aggregate unpaid principal amount of the Revolving Credit Loans made to it by such Lender, together with interest thereon, shall be evidenced by a Revolving Credit Note payable to the order of such Lender in a face amount equal to the
Revolving Credit Commitment of such Lender. The Revolving Credit Loans shall mature, and the Borrower unconditionally agrees to pay in full the unpaid principal amount and all amounts outstanding and unpaid in respect of the Revolving Credit Loans
to the Administrative Agent for the account of each Lender, on the Expiration Date. 
  

	 	2.7.2	Swing Loan Note. 

 The obligation of the Borrower to repay the unpaid principal amount
of the Swing Loans made to it by the Swingline Lender together with interest thereon shall be evidenced by a Swing Loan Note payable to the order of the Swingline Lender in a face amount equal to the Swingline Cap. 

 

	 	2.8	Use of Proceeds. 

 The proceeds of the Revolving Credit Loans will be used in accordance
with Section 8.1.11 [Use of Proceeds]. 
  

	 	2.9	Borrowing Base. 

 (a) During the period from the Closing Date to the date of the initial
determination of the Borrowing Base pursuant to the provisions of this Section 2.9, the amount of the Borrowing Base shall be $2,000,000,000. 

(b) Upon each delivery of a Reserve Report pursuant to Section 8.3.8 [Reserve Reports], together with such engineering and other data
from the Borrower as is customarily provided, the 

  
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Syndication Agent shall, within a reasonable period of time, make a good faith determination of the proposed Borrowing Base, and promptly thereafter the Administrative Agent will propose by
notice in writing to the Lenders such Borrowing Base for acceptance by (i) the Required Borrowing Base Lenders with respect to any reaffirmations or reductions in the Borrowing Base and (ii) the Required Increasing Borrowing Base Lenders
with respect to any increases in the Borrowing Base. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Applicable Borrowing Base Lenders, then such accepted Borrowing Base shall be communicated by the Administrative
Agent to the Borrower on or before 30 days following the date of delivery of such Reserve Report (the “Applicable Date”); provided that if such proposed Borrowing Base is not approved by the Applicable Borrowing Base Lenders
prior to the Applicable Date, then the Applicable Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Applicable Borrowing Base Lenders, and such amount will be communicated to the
Borrower, within 30 days following the Applicable Date. Any Lender that shall fail to reject the proposed Borrowing Base within fifteen (15) days of notice of the proposed Borrowing Base shall be deemed to have approved the proposed amount
of such Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base, and until that time, the old Borrowing Base shall continue to be in
effect. The Borrowing Base, as determined and established pursuant to this Section 2.9 shall be subject, at all times, to the redetermination or adjustment of the then effective Borrowing Base as a result of a redetermination of the Borrowing
Base pursuant to Section 2.9(c) or 2.9(d) or an adjustment of the Borrowing Base pursuant to Section 8.2.13(e) [Sale of Proved Reserves; Pooling]. 

(c) Not more than once in any fiscal year, the Administrative Agent upon the instruction of the Required Borrowing Base Lenders, may request
from the Borrower an Alternate Reserve Report for the purpose of redetermining the Borrowing Base, and not more than twice in any fiscal year, the Borrower shall have the right to request a redetermination of the Borrowing Base by sending a written
notice to the Administrative Agent of such request along with an Alternate Reserve Report. In connection with any redetermination of the Borrowing Base related to a delivery of an Alternate Reserve Report, the Syndication Agent shall make a good
faith determination, in a reasonably prompt manner, of a new Borrowing Base, and the Administrative Agent shall propose by notice in writing, in a reasonably prompt manner, such new Borrowing Base to the Lenders, and the Applicable Borrowing Base
Lenders shall agree to review in a reasonably prompt manner, and (if acceptable) approve a new Borrowing Base, which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base. Any Lender that shall fail to reject the
proposed Borrowing Base within fifteen (15) days of notice of the proposed Borrowing Base shall be deemed to have approved the proposed amount of such Borrowing Base. In connection with any such redetermination of the Borrowing Base, the
Borrower shall deliver promptly upon the request of the Administrative Agent an Alternate Reserve Report to the Administrative Agent; provided that the Borrower’s failure to deliver such Alternate Reserve Report shall not preclude or
impact the making of such redetermination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Applicable Borrowing Base Lenders. 

(d) At the request of the Administrative Agent, the Syndication Agent or the Required Borrowing Base Lenders, in their sole discretion, the
Borrowing Base shall be adjusted in conformity with Section 2.9(c) [Borrowing Base] contemporaneously with (i) the sale, transfer, lease, contribution or other conveyance in one or more transactions after the date of the latest
redetermination or adjustment of the Borrowing Base pursuant to this Agreement by any Loan Party to one or more Persons (other than another Loan Party), of Proved Reserves with an aggregate value exceeding 5% of the Borrowing Base then in effect
(whether directly or indirectly by means of the sale of equity interests in a Loan Party or otherwise) pursuant to Section 8.2.13(e) [Sale of Proved Reserves; Pooling] and (ii) the early monetization or early termination of any Swap
Agreements relied on by the Administrative Agent, the Syndication Agent and the Lenders in determining the Borrowing Base that has an economic value exceeding five percent (5%) of the Borrowing Base then in effect. 

  
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 (e) The Borrowing Base shall represent the good faith determination by the Administrative Agent
and the Syndication Agent, of the loan value of the Borrowing Base Properties based upon, among other things, information contained in the Reserve Report and in accordance with the applicable definitions and provisions herein contained, the
Syndication Agent’s standard policies regarding energy lending, industry lending practices, and consideration for the nature of the facilities established hereunder. The Borrower acknowledges that the determination of the Borrowing Base
contains an equity cushion (market value in excess of the value of all Indebtedness of the Loan Parties), which is acknowledged by the Borrower to be essential for the adequate protection of the Administrative Agent and the Lenders. 

(f) Unless otherwise waived in writing by the Required Lenders, upon the issuance of any Permitted Unsecured Notes in accordance with
Section 8.2.1(m)(x) [Indebtedness] (other than any Refinancing Indebtedness in respect thereof), the Borrowing Base then in effect shall automatically be reduced by $0.25 for each $1.00 in stated principal amount of such Permitted Unsecured
Notes on the date such Permitted Unsecured Notes are issued. 
  

	 	2.10	Letters of Credit. 

  

	 	2.10.1	Issuance of Letters of Credit. 

 (a) The Borrower or any Loan Party may at any time
prior to the Letter of Credit Expiration Date request the issuance of a letter of credit (each, a “Letter of Credit”), for its own account or the account of another Loan Party or any Subsidiary thereof, or the amendment or extension
of an existing Letter of Credit, by delivering or transmitting by facsimile or email (in “pdf,” “tif” or similar format), or having such other Loan Party or such Subsidiary deliver or transmit by facsimile or email (in
“pdf,” “tif” or similar format) to an Issuing Lender selected by the Borrower (with a copy to the Administrative Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in
such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance. The
Borrower or any Loan Party shall authorize and direct each Issuing Lender to name the Borrower or such other Loan Party or Subsidiary thereof as the “Applicant” or “Account Party” of each Letter of Credit. Promptly after receipt
of any letter of credit application, such Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender
will provide the Administrative Agent with a copy thereof. Letters of Credit may be issued in the form of a Standby Letter of Credit or a Commercial Letter of Credit. Letters of Credit shall be issued only in U.S. Dollars. For the avoidance of
doubt, the Loan Parties acknowledge that each Letter of Credit issued for the account of Persons other than the Loan Parties (even though the Borrower is a co-applicant thereon) shall constitute an Investment and Guaranty in an amount equal to the
face amount of such Letter of Credit, without duplication, and shall be subject to the limitations set forth herein. 
 (b) Unless an
Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable
conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.10,
such Issuing Lender or any of such Issuing Lender’s Affiliates will issue the proposed Letter of Credit or agree to such amendment or extension; provided that after giving effect thereto: 

(i) no Letter of Credit shall expire later than the earlier of (x) subject to Section 2.10.1(c), twelve
(12) months from the date of issuance or extension, unless the applicable 

  
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Issuing Lender agrees, and (y) the Letter of Credit Expiration Date, unless the applicable Issuing Lender agrees and the Borrower complies with the requirements of Section 2.10.10 [Cash
Collateral Prior to the Expiration Date]; and 
 (ii) in no event shall (x) the aggregate amount of Letter of Credit
Obligations exceed the Letter of Credit Aggregate Sublimit at any one time outstanding, (y) the aggregate amount of Letter of Credit Obligations with respect to Letters of Credit issued and outstanding by any Issuing Lender exceed its Letter of
Credit Issuing Lender Sublimit at any one time or (z) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. 
 Each
request for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of
Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable
Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) If the Borrower so requests in any applicable request for a Letter of Credit, the Issuing Lender may, in its discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in
each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit
has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity
Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted to issue such Letter of Credit in its revised form (as extended) under the terms
hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders
have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 7.2 [Each Loan or Letter of Credit] is not then
satisfied, and in each such case directing the Issuing Lender not to permit such extension. 
 (d) Notwithstanding Section 2.10(a), no
Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of
Credit, or any Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain
from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good faith deems
material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally. 

  
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 (e) On the Closing Date, the outstanding Letters of Credit previously issued by PNC as an
“Issuing Lender” under the Existing Credit Agreements that are set forth on Schedule 2.10.1 (the “Existing Letters of Credit”) will automatically, without any action on the part of any Person, be deemed to be
Letters of Credit issued hereunder for the account of the Borrower for all purposes of this Agreement and the other Loan Documents. 
 (f)
Upon consummation of the Separation Transaction, each outstanding Letter of Credit (other than any Letter of Credit issued for the account of the Borrower or any of its Subsidiaries after giving effect to the Separation Transaction) shall be Cash
Collateralized pursuant to arrangements reasonably satisfactory to the applicable Issuing Lender or, if agreed to by the applicable Issuing Lender, be deemed to have been issued under another credit facility or a letter of credit facility. 

 

	 	2.10.2	Letter of Credit Fees. 

 The Borrower shall pay (i) to the Administrative Agent for
the ratable account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate on the daily amount available to be drawn under each Letter of Credit, and (ii) to each Issuing Lender for
its own account a fronting fee equal to 0.125% per annum on the daily amount available to be drawn under each Letter of Credit issued by such Issuing Lender. All Letter of Credit Fees and fronting fees shall be computed on the basis of a year
of 360 days and actual days elapsed and shall be payable in arrears on each Payment Date following issuance of each Letter of Credit; provided however that fronting fees on commercial or trade Letters of Credit shall be payable at the time of
issuance. The Borrower shall also pay to each Issuing Lender for such Issuing Lender’s sole account such Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit issued by
such Issuing Lender as such Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, extension, renewal, amendment (if any), assignment or transfer (if any), negotiation, and administration of
Letters of Credit. 
  

	 	2.10.3	Participations, Disbursements, Reimbursement. 

 (a) Immediately upon the issuance of
each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such
Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuing
Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse such Issuing Lender shall sometimes be referred to as a
“Reimbursement Obligation”) such Issuing Lender prior to 12:00 noon on the next Business Day following each date that an amount is paid by such Issuing Lender under any Letter of Credit (each such date, a “Reimbursement
Date”) by paying to the Administrative Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender plus interest at the interest rate applicable to Loans under the Base Rate Option from the date
on which the amount was paid by such Issuing Lender to the date such Issuing Lender is reimbursed, unless otherwise required by the Administrative Agent or such Issuing Lender. In the event the Borrower fails to reimburse such Issuing Lender
(through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Reimbursement Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have
requested that Revolving Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Reimbursement Date under such Letter of Credit, subject to the amount of the 

  
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unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice
given by the Administrative Agent or Issuing Lender pursuant to this Section 2.10.3(b) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice. 
 (c) Each Lender shall upon any notice pursuant to Section 2.10.3(b) make available to the
Administrative Agent for the account of the applicable Issuing Lender immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.10.3 [Disbursements;
Reimbursement]) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of such Issuing Lender the
amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Reimbursement Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Reimbursement Date to the date on which such
Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Revolving Credit
Loans under the Base Rate Option on and after the fourth day following the Reimbursement Date. The Administrative Agent and the applicable Issuing Lender will promptly give notice (as described in Section 2.10.3(b) above) of the occurrence of
the Reimbursement Date, but failure of the Administrative Agent or such Issuing Lender to give any such notice on the Reimbursement Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender
from its obligation under this Section 2.10.3(c). 
 (d) With respect to any unreimbursed drawing that is not converted into Revolving
Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.10.3(b), because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Additional Loan or Letter of
Credit] other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing.
Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the
Administrative Agent for the account of the Issuing Lender pursuant to Section 2.10.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each, a
“Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.10.3. 
  

	 	2.10.4	Repayment of Participation Advances. 

 (a) Upon (and only upon) receipt by the
Administrative Agent for the account of an Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by such Issuing Lender under the Letter of Credit with respect to which any Lender has made a
Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by such Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of such Issuing Lender will pay to each Lender, in
the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of such Issuing Lender the amount of the Ratable Share of such
funds of any Lender that did not make a Participation Advance in respect of such payment by such Issuing Lender. 
 (b) If an Issuing
Lender or the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the
Administrative Agent for the account 

  
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of the Issuing Lender pursuant to this Section in reimbursement of a payment made under any Letter of Credit or interest or fees thereon, each Lender shall, on demand of the Administrative Agent
or such Issuing Lender, forthwith return to the Administrative Agent for the account of such Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is
made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time. 

 

	 	2.10.5	Documentation. 

 Each Loan Party agrees to be bound by the terms of each Issuing
Lender’s Issuer Documents and written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In the event of a conflict between an Issuer Document and this
Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, no Issuing Lender shall be liable for any error, negligence and/or mistakes, whether of omission or commission,
in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. 
  

	 	2.10.6	Determinations to Honor Drawing Requests. 

 In determining whether to honor any request
for drawing under any Letter of Credit by the beneficiary thereof, the applicable Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and
that they comply on their face with the requirements of such Letter of Credit. 
  

	 	2.10.7	Nature of Participation and Reimbursement Obligations. 

 Each Lender’s obligation
in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.10.3 [Disbursements, Reimbursement] and the Obligations of the Borrower to reimburse each respective Issuing Lender
upon a draw under a Letter of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.10 [Letters of Credit] under all circumstances, including the following
circumstances: 
 (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the
applicable Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the applicable Issuing Lender or any of its Affiliates, any Lender or any other Person for any
reason whatsoever; 
 (b) with respect to Letters of Credit, the failure of any Loan Party or any other Person to comply, in
connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 [Commitments], Section 2.5 [Loan Requests], Section 2.6 [Making and Repayment of Loans] or Section 7.2 [Each Loan or Letter of Credit] or
as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation
Advances under Section 2.10.3 [Participations, Disbursements, Reimbursement]; 
 (c) any lack of validity or
enforceability of any Letter of Credit; 
 (d) any claim of breach of warranty that might be made by any Loan Party or any
Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender 

  
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may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be
acting), any Issuing Lender or its Affiliates or any Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan
Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); 
 (e) the lack of
power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other
document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even
if such Issuing Lender or any of such Issuing Lender’s Affiliates has been notified thereof; 
 (f) payment by such
Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; 

(g) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role
in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; 

(h) any failure by such Issuing Lender or any of such Issuing Lender’s Affiliates to issue any Letter of Credit in the
form requested by any Loan Party, unless such Issuing Lender has received written notice from such Loan Party of such failure within three (3) Business Days after such Issuing Lender shall have furnished such Loan Party and the Administrative
Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; 

(i) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any of its Subsidiaries; 
 (j) any breach of this Agreement or any other Loan Document by any party thereto;

 (k) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; 

(l) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; 

(m) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been
terminated; and 
 (n) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 

  
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	 	2.10.8	Indemnity. 

 The Borrower hereby agrees to protect, indemnify, pay and save harmless
each Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel) which such Issuing Lender or any of such Issuing Lender’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit issued by it, other than
as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction. 
  

	 	2.10.9	Liability for Acts and Omissions. 

 (a) As between any Loan Party and an Issuing Lender,
or such Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the
foregoing, no Issuing Lender shall be responsible for any of the following including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal
effect of any document (including all sight drafts, certificates and all other instruments) submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged (even if such Issuing Lender or such Issuing Lender’s Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of such Issuing Lender or such Issuing Lender’s Affiliates, as applicable, including any acts of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any
of such Issuing Lender’s or such Issuing Lender’s Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for such Issuing Lender’s gross negligence or willful
misconduct in connection with actions or omissions described in clauses (i) through (viii) of such sentence. In no event shall any Issuing Lender or any Issuing Lender’s Affiliates be liable to any Loan Party for any indirect,
consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. 

(b) Without limiting the generality of the foregoing, each Issuing Lender and each of its Affiliates (i) may rely on any oral or other
communication believed in good faith by such Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their
face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or
compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement 

  
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to the same extent as if such presentation had initially been honored, together with any interest paid by such Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable
upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such
draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located;
and (vi) may settle or adjust any claim or demand made on such Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier
or any similar document (each, an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject to such Order, notwithstanding that any drafts or other documents presented in connection with such Letter
of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by such Issuing Lender or such Issuing Lender’s
Affiliates under or in connection with the Letters of Credit issued by it, the Issuer Documents or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put such Issuing Lender or such Issuing
Lender’s Affiliates under any resulting liability to the Borrower or any Lender, unless such action taken or omitted is found in a final and nonappealable judgment by a court of competent jurisdiction to have constituted gross negligence or
willful misconduct. 
  

	 	2.10.10	Cash Collateral Prior to the Expiration Date. 

 If the Borrower or any other Loan Party
requests the issuance, extension or renewal of any Letter of Credit and such Letter of Credit would have an expiration date which is after the Letter of Credit Expiration Date, no Issuing Lender shall be required to issue, extend or renew such
Letter of Credit, but may elect to do so if the requirements of this Section 2.10.10 are satisfied. The Borrower shall, on or before the issuance, extension or renewal of such Letter of Credit, deposit and pledge Cash Collateral for each such
Letter of Credit in an amount equal to 105% of the face value of such outstanding Letter of Credit plus the amount of fees that would be due under such Letter of Credit through the expiry date of such Letter of Credit. Such Cash Collateral shall be
deposited pursuant to documentation reasonably satisfactory to the Administrative Agent and such Issuing Lender and the Borrower and shall be maintained in blocked deposit accounts at such Issuing Lender. The Borrower hereby grants to the applicable
Issuing Lender a security interest in all Cash Collateral pledged to such Issuing Lender pursuant to this Section or otherwise under this Agreement. The Cash Collateral related to a particular Letter of Credit shall be released by the applicable
Issuing Lender upon termination or expiration of such Letter of Credit and the reimbursement by the Loan Parties of all amounts drawn thereon and the payment in full of all fees accrued thereon through the date of such expiration or termination.
After the Expiration Date, the Borrower shall pay any and all fees associated with any such Letter of Credit with an expiration date that extends beyond the Expiration Date directly to the applicable Issuing Lender. 

 

	 	2.10.11	Issuing Lender Reporting Requirements. 

 Each Issuing Lender shall, on the first
Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account
party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the Administrative Agent may request. 


  
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	 	2.11	Borrowings to Repay Swing Loans. 

 The Swingline Lender may, at its option, exercisable
at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans,
plus, if the Swingline Lender so requests, accrued interest thereon; provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of the amount that would cause its Revolving Exposure to exceed its Revolving
Credit Commitment. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests]
without regard to any of the requirements of that provision. The Administrative Agent on behalf of the Swingline Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or email (in “pdf,”
“tif” or similar format)) no later than 11:00 a.m. on any Business Day that such Revolving Credit Loans are to be made under this Section 2.11 [Borrowings to Repay Swing Loans] and of the apportionment among the Lenders, and the
Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5 [Loan Requests] or Section 7.2 [Each Additional Loan or Letter of Credit] are then satisfied) to the
Administrative Agent on behalf of the Swingline Lender, no later than 3:00 p.m. on the Settlement Date. 
  

	 	2.12	Increase in Revolving Credit Commitments. 

 (a) Increasing Lenders and New
Lenders. The Borrower may, prior to the Expiration Date, request that (1) the current Lenders (each, a “Current Lender”) increase their Revolving Credit Commitments (any Current Lender which elects to increase its Revolving
Credit Commitment shall be referred to as an “Increasing Lender”) and/or (2) one or more new lenders (each, a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to
the following terms and conditions: 
 (i) No Obligation to Increase. No Current Lender shall be obligated to increase
its Revolving Credit Commitment, and any increase in the Revolving Credit Commitment of any Current Lender shall be in the sole discretion of such Current Lender; 

(ii) Defaults. There shall exist no Event of Default or Potential Default on the effective date of such increase and
after giving effect to such increase; 
 (iii) Increase in and Aggregate Amount of Revolving Credit Commitments. The
amount of the increase in Revolving Credit Commitments is at least $100,000,000, and after giving effect to such increase, shall not exceed the Maximum Facility Amount without the consent of all Lenders; 

(iv) Resolutions; Opinion; Mortgage Amendments. The Loan Parties shall deliver to the Administrative Agent on or before
the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving
Credit Commitments has been approved by the Loan Parties, (2) opinions of counsel, addressed to the Administrative Agent and the Lenders addressing the authorization, execution and enforceability of the Loan Documents executed in connection
with such increase in the Revolving Credit Commitments, and (3) amendments to the Mortgages executed and delivered by the applicable Loan Parties to the Collateral Agent for the benefit of the Secured Parties to reflect the increase in
Revolving Credit Commitments, in form and substance reasonably satisfactory to the Administrative Agent, together with, if reasonably requested by the Administrative Agent or the Lenders providing 

  
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the increase in Revolving Credit Commitments, local counsel opinions regarding the due authorization, execution, delivery, and enforceability of such mortgage amendments. The Loan Parties shall
cause the amendments described in clause (3) to be properly recorded and/or filed in the applicable filing or recording offices. 

(v) Notes. The Borrower shall execute and deliver (1) to each Increasing Lender that requests a Revolving Credit
Note a replacement Revolving Credit Note reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be canceled
and shall be returned to the Borrower as soon as practicable), and (2) to each New Lender that requests a Revolving Credit Note, a Revolving Credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment; 

(vi) Approval of New Lenders. Any New Lender shall be subject to the approval of the Borrower, the Administrative Agent,
the Swingline Lender and each Issuing Lender, such approval not to be unreasonably withheld or delayed; 
 (vii)
Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and delivered to
the Administrative Agent before the effective date of such increase; and 
 (viii) New Lender Joinder. Each New Lender
shall execute a New Lender Joinder pursuant to which such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such New Lender Joinder. 

(b) Syndication. In the event that the Borrower elects to request an increase of the Revolving Credit Commitments, the Borrower and
the Administrative Agent agree to mutually develop a syndication strategy, including timelines for commitments. 
 (c) Treatment of
Outstanding Loans and Letters of Credit. 
 (i) Repayment of Outstanding Loans; Borrowing of New Loans. On the
effective date of such increase, the Borrower shall (x) repay the Revolving Credit Loans then outstanding to each of the Current Lenders to the extent necessary so that after giving effect to the increase in the Revolving Credit Commitments
each Current Lender will have its Ratable Share of the outstanding Revolving Credit Loans, subject to the Borrower’s indemnity obligations under Section 5.9 [Indemnity] and (y) borrow Revolving Credit Loans from Increasing Lenders and
New Lenders to the extent necessary so that after giving effect to the increase in the Revolving Credit Commitments, each such Lender will have its Ratable Share of the outstanding Revolving Credit Loans. To facilitate the foregoing, the Borrower
may, subject to its compliance with the other terms of this Agreement, borrow new Loans on the effective date of such increase. The Administrative Agent is hereby authorized to update Schedule 1.1(B) to reflect the increase in Revolving
Credit Commitments. 
 (ii) Outstanding Letters of Credit; Repayment of Outstanding Loans; Borrowing of New Loans. On
the effective date of such increase, (a) each Current Lender shall be deemed to have sold its existing participation in each then outstanding Letter of Credit and purchased a participation in each then outstanding Letter of Credit equal to its
Ratable Share of such Letters of Credit, and (b) each New Lender will be deemed to have purchased a participation in each then 

  
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outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit. All fees shall accrue and be paid on the Letters of Credit based upon each Lender’s participation therein
over the relevant period of time. To the extent necessary to enable each of the Current Lenders and the New Lenders to own a Ratable Share of the Participation Advances after any increase in the Revolving Credit Commitments, (a) the Current
Lenders will sell a portion of its Participation Advances, and (b) the New Lenders and the Increasing Lenders will acquire Participation Advances (and will pay to the Administrative Agent, for the account of each selling Lender, in immediately
available funds, an amount) equal to its Ratable Share of all outstanding Participation Advances. All fees and interest on Participation Advances shall be allocated based upon each Lender’s ownership therein from time to time. 

 

	 	2.13	Defaulting Lenders. 

 (a) Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(i) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to
Section 2.3 [Commitment Fees]; 
 (ii) the Commitment and outstanding Loans of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.1 [Modifications, Amendments or Waivers]);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender directly affected thereby; 

(iii) if any Swing Loans are outstanding or any Letter of Credit Obligations exist at the time such Lender becomes a
Defaulting Lender, then: 
 (A) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting
Lenders’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time; 

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Borrower shall
within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, Cash Collateralize for the benefit of the Issuing Lenders (ratably among the Issuing Lenders) the
Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (A) above) in a deposit account held at the Administrative Agent for so
long as such Letter of Credit Obligations are outstanding; 
 (C) if the Borrower Cash Collateralizes any portion of such
Defaulting Lender’s Letter of Credit Obligations pursuant to clause (B) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10.2 [Letter of Credit Fees] with respect to such
Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are cash collateralized; 

  
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 (D) if the Letter of Credit Obligations of the non-Defaulting Lenders are
reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.10.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and 

(E) if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor Cash
Collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.10.2 [Letter of Credit Fees]
with respect to such Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lenders ((ratably among them) and not to such Defaulting Lender) until and to the extent that such Letter of Credit Obligations are
reallocated and/or Cash Collateralized; and 
 (iv) so long as such Lender is a Defaulting Lender, (x) no Issuing
Lender shall be required to issue, amend or increase any Letter of Credit, unless such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the
Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.13(a)(iii)(B), and (y) participating interests in any newly made Swing Loan or any newly issued
or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.13(a)(iii)(A) (and such Defaulting Lender shall not participate therein). 

(b) In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Lenders agree in writing that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit Obligations of the Lenders
shall be readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Loans in accordance with its Ratable Share. 
 3. RESERVED 

4. INTEREST RATES 
  

	 	4.1	Interest Rate Options. 

 The Borrower shall pay interest in respect of the outstanding
unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different
Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans
comprising any Borrowing Tranche; provided that (i) there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans and (ii) if an Event of Default or Potential
Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders 

  
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may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to
pay any indemnity under Section 5.9 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such
Lender’s Loan shall be limited to such Lender’s highest lawful rate. 
  

	 	4.1.1	Interest Rate Options; Swing Line Interest Rate. 

 (a) The Borrower shall have the right
to select from the following Interest Rate Options applicable to the Revolving Credit Loans: 
 (i) Revolving Credit Base
Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time
to time effective as of the effective date of each change in the Base Rate; or 
 (ii) Revolving Credit LIBOR Rate
Option: A rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin. 

(b) Subject to Section 4.3 [Interest After Default], only the Base Rate Option applicable to Revolving Credit Loans shall apply to Swing
Loans. 
  

	 	4.1.2	Rate Quotations. 

 The Borrower may call the Administrative Agent on or before the date
on which a Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders nor affect the rate of interest which
thereafter is actually in effect when the election is made. 
  

	 	4.2	Interest Periods. 

 At any time when the Borrower shall select, convert to or renew a
LIBOR Rate Option, the Borrower shall notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall specify an Interest Period
during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option: 

(a) Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of $1,000,000 and not less than
$5,000,000; and 
 (b) In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of
the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day. 

  
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	 	4.3	Interest After Default. 

 To the extent permitted by Law, upon the occurrence of an
Event of Default and until such time such Event of Default shall have been cured or waived, and upon written demand by the Required Lenders to the Administrative Agent: 

(a) the Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to Section 2.10.2
[Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall be increased by 2.0% per annum; and 

(b) each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate
of interest applicable under the Base Rate Option plus an additional 2.0% per annum from the time such Obligation becomes due and payable and until it is paid in full. 

The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the fact that such
Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative
Agent. 
  

	 	4.4	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available. 

  

	 	4.4.1	Unascertainable. 

 If on any date on which a LIBOR Rate would otherwise be determined,
the Administrative Agent shall have determined that: 
 (a) adequate and reasonable means do not exist for ascertaining such
LIBOR Rate, or 
 (b) a contingency has occurred which materially and adversely affects the Relevant Interbank Market
relating to the LIBOR Rate, 
 the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s
Rights]. 
  

	 	4.4.2	Illegality; Increased Costs; Deposits Not Available. 

 If at any time any Lender shall
have determined that: 
 (a) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been
made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of
Law), or 
 (b) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or
maintenance of any such Loan, or 
 (c) after making all reasonable efforts, deposits of the relevant amount in Dollars for
the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, 

then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights]. 

  
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	 	4.4.3	Administrative Agent’s and Lender’s Rights. 

 In the case of any event
specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not
Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and
certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the
Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the
Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer
exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option
and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the
Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.9 [Indemnity], as to any Loan
of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6
[Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. 

 

	 	4.5	Selection of Interest Rate Options. 

 If the Borrower fails to select a new Interest
Period to apply to any Borrowing Tranche of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the
Borrower shall be deemed to have selected an Interest Period of one month, commencing upon the last day of the existing Interest Period. 

5. PAYMENTS 
  

	 	5.1	Payments. 

 All payments and prepayments to be made in respect of principal, interest,
Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m. on the date when due without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal
Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly
distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 1:00 p.m. by the Administrative Agent with respect to the Loans and such payments are not distributed


  
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to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate with respect to the amount of such
payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be
conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.” 

 

	 	5.2	Pro Rata Treatment of Lenders. 

 Each Borrowing Tranche shall be allocated to each
Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other
fees (except for the Administrative Agent’s Fee and the fees payable to the Issuing Lender pursuant to Section 2.10.2 [Letter of Credit Fees]) or amounts due from the Borrower hereunder to the Lenders with respect to the Revolving Credit
Commitments and the Loans, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights] in the case of an event specified in
Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], Section 5.6.2 [Replacement of a Lender] or Section 5.7 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in
accordance with the amount of principal, interest, Commitment Fees, Letter of Credit Fees, and other fees or amounts then due to such Lender as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or
prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Section 2.11 [Borrowings to Repay Swing Loans]. 

 

	 	5.3	Sharing of Payments by Lenders. 

 If any Lender shall, by exercising any right of
setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or other obligations
hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro rata share of the amount such Lender is entitled thereto,
then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such
other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing
them, provided that: 
 (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or
the holder making such purchase; and 
 (ii) the provisions of this Section 5.3 shall not be construed to apply to
(x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 shall apply). 

  
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 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of each Loan Party in the amount of such participation. 
  

	 	5.4	Presumptions by Administrative Agent. 

 Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 
  

	 	5.5	Interest Payment Dates. 

 Interest on Loans to which the Base Rate Option applies shall
be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three
(3) Months, also on each date that falls every three (3) Months after the beginning of such Interest Period. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal
amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise). 
  

	 	5.6	Prepayments. 

  

	 	5.6.1	Right to Prepay. 

 The Borrower shall have the right at its option from time to time to
prepay the Loans in whole or part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.7 [Increased Costs] and Section 5.9 [Indemnity]). Whenever the Borrower desires to prepay
any part of the Loans, it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBOR Rate Option applies or no later
than 11:00 a.m. on the date of prepayment of Swing Loans and Revolving Credit Loans to which the Base Rate Option applies, setting forth the following information: 

(a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; 

(b) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; 

  
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 (c) a statement indicating the application of the prepayment between Loans to
which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and 
 (d) the total principal amount of
such prepayment, which shall not be less than the lesser of (x) the aggregate principal amount of all outstanding Loans or (y) $100,000 for any Swing Loan or $5,000,000 for any Revolving Credit Loan and increments of $5,000,000 in excess
thereof. 
 All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together
with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and
Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans and then to Revolving Credit Loans; and
(ii) after giving effect to the allocations in clause (i) above first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s
obligation to indemnify the Lenders under Section 5.9 [Indemnity]. 
  

	 	5.6.2	Replacement of a Lender. 

 In the event any Lender (a) gives notice under
Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], (b) requests compensation under Section 5.7 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount
to any Lender or any Official Body for the account of any Lender pursuant to Section 5.8 [Taxes], (c) is a Defaulting Lender, or (d) is a Non-Consenting Lender referred to in Section 11.1.3 [Non-Consenting Lenders], then in any
such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, either: 
 (a)
prepay the Loans and Participation Advances of such Lender in whole, together with all interest accrued thereon and any accrued fees and all other amounts payable to such Lender hereunder and under the other Loan Documents (including any amounts
under Section 5.9 [Indemnity]), and terminate such Lender’s Commitment; or 
 (b) at its sole expense, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to
payments pursuant to Sections 5.7 [Increased Costs] or 5.8 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that: 
 (i) the Borrower or such assignee shall have paid to the Administrative Agent the
assignment fee specified in Section 11.8 [Successors and Assigns]; 
 (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 5.9 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

  
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 (iii) in the case of any such assignment resulting from a claim for compensation
under Section 5.7.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.8 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and 

(iv) such assignment does not conflict with applicable Law. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 5.6.2 [Replacement of a Lender], it shall
promptly execute and deliver to the Administrative Agent an Assignment and Assumption Agreement to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans)
subject to such Assignment and Assumption Agreement; provided that the failure of any such Lender to execute an Assignment and Assumption Agreement shall not render such assignment invalid, and such assignment shall be recorded in the
register if all other requirements of such assignments have been satisfied. 
  

	 	5.6.3	Designation of a Different Lending Office. 

 If any Lender requests compensation under
Section 5.7 [Increased Costs], or the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender pursuant to Section 5.8 [Taxes], then such Lender
shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.7 [Increased Costs] or Section 5.8 [Taxes], as the case may be, in the future, and
(ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment. 
  

	 	5.6.4	Mandatory Prepayments. 

 (a) If at any time the Revolving Facility Usage exceeds the
Borrowing Base, the Borrower shall take one or more of the actions required by Section 5.11 [Borrowing Base Deficiency], which may include making mandatory prepayments of the Revolving Credit Loans. 

(b) If at any time the Revolving Facility Usage is in excess of the Revolving Credit Commitments (as used in this Section 5.6.4(b)
[Mandatory Prepayments], a “deficiency”), the Borrower shall immediately make a principal payment on the Loans sufficient to cause the principal balance of the Loans then outstanding to be equal to or less than the Revolving Credit
Commitments then in effect. If a deficiency cannot be eliminated pursuant to this Section 5.6.4(b) [Mandatory Prepayments] by prepayment of the Revolving Credit Loans as a result of outstanding Letter of Credit Obligations, the Borrower shall
also deposit cash collateral with the Administrative Agent, to be held by the Administrative Agent to secure such outstanding Letter of Credit Obligations. 

(c) In the event a Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 2.9(f)
[Borrowing Base] upon an issuance of Permitted Unsecured Notes, the Borrower shall prepay the Loans (and after all Loans are repaid in full, shall Cash Collateralize the Letter of Credit Obligations such that the Borrowing Base Deficiency is
eliminated) on the date of consummation of such issuance of Permitted Unsecured Notes, to the extent necessary to eliminate such Borrowing Base Deficiency. 

  
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 (d) All prepayments required pursuant to this Section 5.6.4 [Mandatory Prepayments] shall
first be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.9 [Indemnity], the Borrower shall indemnify the
Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the last day of the applicable Interest Period. 

 

	 	5.7	Increased Costs. 

  

	 	5.7.1	Increased Costs Generally. 

 If any Change in Law shall: 

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender; 

(b) subject any Lender or the Issuing Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Loan under the LIBOR Rate Option made by it, or change the basis of Taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes indemnifiable under
Section 5.8 [Taxes] and any Excluded Taxes); or 
 (c) impose on any Lender, the Issuing Lender or the Relevant
Interbank Market any other condition, cost or expense affecting this Agreement or any Loan under the LIBOR Rate Option made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or
maintaining any Loan under the LIBOR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of
Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Lender, or other Recipient hereunder (whether of principal, interest
or any other amount) then, upon request of such Lender or the Issuing Lender, the Borrower will pay to such Lender, the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or the
Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered. 
  

	 	5.7.2	Capital Requirements. 

 If any Lender or the Issuing Lender determines that any Change
in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or 

  
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the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing
Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. 

 

	 	5.7.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. 


A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender
or its holding company, as the case may be, as specified in Sections 5.7.1 [Increased Costs Generally] or Section 5.7.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. 
  

	 	5.7.4	Delay in Requests. 

 Failure or delay on the part of any Lender or the Issuing Lender to
demand compensation pursuant to this Section 5.7 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender
or the Issuing Lender pursuant to this Section 5.7 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof). 
  

	 	5.8	Taxes. 

  

	 	5.8.1	Payments Free of Taxes. 

 Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes; provided that if the Borrower or any other applicable withholding agent shall be required by applicable
Law to deduct any Taxes from such payments, then (i) if the Tax in question is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section 5.8 [Taxes]) each Lender (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

  

	 	5.8.2	Payment of Other Taxes by the Borrower. 

 Without limiting the provisions of
Section 5.8.1 [Payments Free of Taxes] above, the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law. 

  
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	 	5.8.3	Indemnification by the Borrower. 

 The Borrower shall indemnify the Administrative Agent
and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.8) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error. 
  

	 	5.8.4	Evidence of Payments. 

 As soon as practicable after any payment of any Taxes by the
Borrower to an Official Body, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent. 
  

	 	5.8.5	Status of Lenders. 

 (a) Each Lender that is entitled to an exemption from or reduction
of withholding Tax with respect to any payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Each such Lender shall, whenever a
lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 5.8.5 obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the
Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal
ineligibility to do so. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as
will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 

(b) Without limiting the generality of the foregoing: 

(i) Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(A) two (2) duly completed valid originals of IRS Form W-8BEN (or any successor forms) claiming eligibility for benefits
of an income tax treaty to which the United States of America is a party, 
 (B) two (2) duly completed valid originals
of IRS Form W-8ECI (or any successor forms), 

  
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 (C) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and that no payments in connection with any
Loan Document are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “United States Tax Compliance Certificate”) and (y) two duly completed valid originals of IRS Form W-8BEN (or any successor forms), 
 (D) to the extent a Foreign Lender is not
the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two (2) duly completed valid originals of IRS Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI,
W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 5.8.5 [Status of Lenders] if such beneficial
owner were a Lender, as applicable (provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the United States Tax
Compliance Certificate may be provided by such Foreign Lender on behalf of such direct or indirect partner(s)), or 
 (E)
two (2) duly completed valid originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation
as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made. 

(ii) Each Lender that is a “United States person” as defined in section 7701 of the Code shall deliver to the
Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) two (2) originals of an IRS
Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. 
 (iii) If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment. 

(c) Notwithstanding any other provision of this Section 5.8.5 [Status of Lenders], a Lender shall not be required to deliver any
documentation that such Lender is not legally eligible to deliver. 

  
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	 	5.8.6	Refunds. 

 If the Administrative Agent or any Lender receives a refund of any
Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.8, it shall pay to the Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.8 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes imposed with respect
to such refund) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Official Body with respect to such refund); provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Official Body) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Official Body. This Section 5.8 [Taxes] shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrower or any other Person. 
  

	 	5.8.7	Definition of Lender. 

 For the avoidance of doubt, the term “Lender” shall,
for purposes of this Section 5.8 [Taxes], include any Issuing Lender. 
  

	 	5.9	Indemnity. 

 In addition to the compensation or payments required by Section 5.7
[Increased Costs] or Section 5.8 [Taxes], the Borrower shall indemnify each Lender against all liabilities, losses, claims, damages or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains
or incurs as a consequence of any: 
 (a) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option
applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due), 

(b) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan
Requests under Section 2.5 [Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.6 [Prepayments], 

(c) default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any
other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder, or 

(d) the assignment of any Revolving Credit Loans under the LIBOR Rate Option other than on the last day of the Interest Period
as a result of a request by the Borrower pursuant to Section 5.6.2 [Replacement of a Lender]; provided, however, that with respect to this clause (iv), the Borrower shall not be required to indemnify any Defaulting Lender
whose Revolving Credit Loans are being replaced as a result of a request by the Borrower pursuant to Section 5.6.2 [Replacement of a Lender]. 

  
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 If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the
Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to
indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is
given. 
  

	 	5.10	Settlement Date Procedures. 

 In order to minimize the transfer of funds between the
Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitment] hereof during the period between Settlement Dates. The
Administrative Agent shall notify each Lender of its Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the Administrative Agent
the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to
the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and on dates on which mandatory prepayments are due under
Section 5.6.4 [Mandatory Prepayments] and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this
Section 5.10 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for
any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately
to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. 
  

	 	5.11	Borrowing Base Deficiency. 

 (a) If the Revolving Facility Usage ever exceeds the
Borrowing Base, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent to take one or more of the following actions to
eliminate the Borrowing Base deficiency: 
 (i) add additional Oil and Gas Properties reasonably acceptable to the
Administrative Agent and the Syndication Agent to the Borrowing Base Properties such that the Borrowing Base Deficiency is cured within 30 days after the Borrower’s notice of election; or 

(ii) either (a) within 30 days following the delivery of such notice, prepay Loans in an aggregate principal amount
equal to such Borrowing Base Deficiency or (b) eliminate such Borrowing Base Deficiency by making six (6) consecutive, mandatory, equal, monthly prepayments of principal on the Revolving Credit Loans, each of which shall be in the amount
of 1/6th of the amount of such Borrowing Base Deficiency, commencing on the first Business Day of the first calendar month following the delivery of such notice and continuing on the first Business Day of each calendar month thereafter. If the
Revolving Credit Loans have been repaid in full and a Borrowing Base Deficiency still exists, the Borrower shall Cash Collateralize the Letter of Credit Obligations such that the Borrowing Base Deficiency is eliminated within a period of 30 days
after the Revolving Credit Loans have been repaid in full. 
 (b) Each prepayment pursuant to this Section 5.11 shall be accompanied
by accrued interest on the amount prepaid to the date of such prepayment. 

  
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 6. REPRESENTATIONS AND WARRANTIES 

The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows: 

 

	 	6.1	Organization and Qualification. 

 Each Loan Party is a corporation, partnership or
limited liability company duly organized, validly existing and in good standing (if the concept of “good standing” is recognized under the laws of the applicable jurisdiction with respect to such Loan Party) under the laws of its
jurisdiction of organization. Each Loan Party has the lawful power to own or lease its properties and to conduct its business in which it is currently engaged, except where the failure to have such power would not reasonably be expected to result in
any Material Adverse Change. Each Loan Party is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business
transacted by it or both makes such licensing or qualification necessary except to the extent that the failure to be so duly licensed or qualified or in good standing would not reasonably be expected to result in any Material Adverse Change. 

 

	 	6.2	[Reserved.] 

  

	 	6.3	Subsidiaries. 

 As of the Closing Date, Schedule 6.3 states the name of each
Subsidiary of the Borrower, its jurisdiction of incorporation, the issued and outstanding shares (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation, its outstanding partnership interests
(the “Partnership Interests”) if it is a partnership, its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC Interests”) if
it is a limited liability company, identifies each Subsidiary as either a Restricted Subsidiary or an Unrestricted Subsidiary and for each Restricted Subsidiary whether or not it is a Guarantor. There are no options, warrants or other rights
outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on Schedule 6.3. 
  

	 	6.4	Power and Authority. 

 Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have
been duly authorized by all necessary proceedings on its part. 
  

	 	6.5	Validity and Binding Effect. 

 This Agreement has been duly and validly executed and
delivered by each Loan Party, and each other Loan Document which any Loan Party is required to execute and deliver has been duly executed and delivered by such Loan Party. This Agreement and each other Loan Document constitutes legal, valid and
binding obligations of each Loan Party which is a party thereto, enforceable against such 

  
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Loan Party in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance. 
  

	 	6.6	No Conflict. 

 Neither the execution and delivery of this Agreement or the other Loan
Documents to which it is a party by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or
result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational
documents of any Loan Party, (ii) any material Law, instrument, order, writ, judgment, injunction or decree to which any Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any
Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party (other than Liens granted under the Loan Documents) or (iii) the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any material property or assets of such Loan Party or any of the Restricted Subsidiaries (other than Liens created under the Loan Documents and
Liens permitted hereunder) pursuant to the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which such Loan Party or any of the Restricted Subsidiaries is a party or by which
it or any of its property or assets is bound (any such term, covenant, condition or provision, a “Contractual Requirement”), except that certain consents may be required under various contracts and agreements in connection with any
attempt to assign such various contracts and agreements pursuant to the assertion of remedies under the Loan Documents. 
  

	 	6.7	Litigation. 

 There are no actions, suits, proceedings or investigations pending or, to
the knowledge of any Responsible Officer of the Borrower, threatened against any Loan Party at law or equity before any Official Body or arbitrator that individually or in the aggregate would reasonably be expected to result in any Material Adverse
Change. To the knowledge of any Responsible Officer of the Borrower, none of the Loan Parties is in violation of any order, writ, injunction or any decree of any Official Body that would reasonably be expected to result in any Material Adverse
Change. 
  

	 	6.8	Title to Properties. 

 (a) Each Loan Party has good and marketable title to or valid
leasehold interest in all properties, assets and other rights constituting Borrowing Base Properties, free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases or conveyance
instrument; provided that a Loan Party shall not be in breach of the foregoing (i) in the event that it fails to own a valid fee or leasehold interest which, either considered alone or together with all other such valid fee or leaseholds
that it fails to own, is not material to the current Reserve Report, (ii) as a result of certain title defects and exceptions, if the Loan Parties are working to cure such title defects and exceptions as provided for in Section 8.1.18
[Title Information] until such time as such title defects and exceptions are cured by the Loan Parties or waived by the Administrative Agent (or Lenders) as provided by such Section, or (iii) the Borrowing Base has been or is in the process of
being adjusted pursuant to Section 8.1.18(c) [Title Information]. 

  
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 (b) Each Loan Party has good and marketable title to or valid leasehold interest in all
properties, assets and other rights, which it purports to own or lease or which are reflected as owned or leased on its books and records (other than Borrowing Base Properties), free and clear of all Liens and encumbrances except Permitted Liens,
and subject to the terms and conditions of the applicable leases or conveyance instrument, except to the extent that the failure to hold such title or interest, either alone or together with all other title defects, would not reasonably be expected
to result in a Material Adverse Change. 
  

	 	6.9	Financial Statements. 

 (a) Historical Statements. The Borrower has delivered to
the Administrative Agent copies of (i) its audited consolidated year-end financial statements as of December 31, 2013 and for the fiscal year then ended and (ii) the unaudited consolidated financial statements of the Borrower as of
March 31, 2014 and for the three months ended March 31, 2014 and 2013 (the “Historical Statements”). The Historical Statements were compiled from the books and records maintained by management of the Borrower and its
Subsidiaries, are correct and complete in all material respects and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of their dates and their results of operations and cash flows for the fiscal periods
specified and have been prepared in accordance with GAAP consistently applied, except that the unaudited financial statements are subject to normal year-end adjustments. 

(b) Financial Projections. The Borrower has delivered to the Administrative Agent financial projections (including balance sheets and
statements of operation and cash flows) for the period 2014 through 2019 derived from various assumptions of the Borrower’s management (the “Financial Projections”). The Financial Projections have been prepared in good faith
based upon reasonable assumptions; it being understood that such Financial Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the
Financial Projections will be realized. 
 (c) Accuracy of Financial Statements. Neither the Borrower nor any of its Subsidiaries
has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Historical Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses
from any commitments of the Borrower or any of its Subsidiaries that would reasonably be expected to cause a Material Adverse Change. Since December 31, 2013, no Material Adverse Change has occurred. 

 

	 	6.10	Use of Proceeds. 

 The Loan Parties intend to use the proceeds of the Loans in
accordance with Section 8.1.11 [Use of Proceeds]. 
  

	 	6.11	Liens in the Collateral. 

 (a) Security Interests. Except to the extent that the
Loan Parties are not required to perfect Liens in certain Collateral pursuant to the Security Documents or any other Loan Document, the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to
the Security Agreement in the Collateral (of the type that can be perfected by filing under the Uniform Commercial Code), subject to the actions described in the following sentence, constitute and will continue to constitute first-priority security
interests, subject to Permitted Liens and the proviso set forth in Section 6.8(a) [Title to Properties], under the Uniform Commercial Code as in effect in each applicable jurisdiction or other applicable Law entitled to all the rights, benefits
and priorities provided by the Uniform 

  
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Commercial Code or such Law. Upon the due filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the
security interests described above and taking possession of any stock certificates or other certificates evidencing the Pledged Securities, all such action as is necessary or advisable to perfect the Lien in favor of the Collateral Agent with
respect to the Collateral described above will have been taken except to the extent that the Loan Parties are not required to perfect Liens in certain Collateral pursuant to the Security Documents or any other Loan Document. All filing fees and
other expenses in connection with each such action have been or will be paid by the Borrower. 
 (b) Mortgage Liens. Subject to the
qualifications and limitations set forth expressly in the Mortgages and in the proviso set forth in Section 6.8(a) [Title to Properties], the Liens granted to the Collateral Agent pursuant to each Mortgage constitute a valid first priority Lien
on the Real Property under applicable law, subject only to Permitted Liens. Schedule 1.1(R) sets forth a complete and accurate list as of the Closing Date of (i) Proved Reserves that constitute no less than seventy-five percent
(75%) of the total present value of all such Proved Reserves included in the Borrowing Base and (ii) Coal Assets that are currently encumbered by a Mortgage under the Existing Credit Agreements. 

(c) Pledged Securities. All Equity Interests included in the Pledged Securities to be pledged pursuant to the Security Agreement are
or will be upon issuance validly issued and nonassessable and owned beneficially and of record by the pledgor free and clear of any Lien or restriction on transfer, except for nonconsensual Permitted Liens, Liens contemplated by clause (5) of
the definition of “Permitted Liens” and inchoate Permitted Liens that do not have priority over the Liens granted under the Loan Documents and as otherwise provided by the Security Agreement and except as the right of the Lenders to
dispose of such Equity Interests may be limited by the Securities Act and the regulations promulgated by the SEC thereunder and by applicable state securities laws. There are no shareholder or other agreements or understandings other than
partnership agreements, limited liability company agreements or operating agreements, with respect to the Equity Interests included in the Pledged Securities, except as described on Schedule 6.11. As of the Closing Date, the Loan Parties
have delivered true and correct copies of such partnership agreements and limited liability company agreements to the Administrative Agent. 
  

	 	6.12	Full Disclosure. 

 Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to
make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial
condition, or results of operations of the Loan Parties taken as a whole that has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders
prior to or at the date hereof in connection with the transactions contemplated hereby. 
  

	 	6.13	Taxes. 

 All material federal, state, local and other Tax returns required to have been
filed with respect to each Loan Party have been filed, and payment or adequate provision has been made for the payment of all material Taxes, fees, assessments and other governmental charges (including in its capacity as withholding agent), except
to the extent that such Taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made. There are no agreements or waivers extending the statutory period of limitations applicable to any material federal income Tax return of any Loan Party for any period. 

  
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	 	6.14	Consents and Approvals. 

 Except for the filings or recordings required pursuant to
Section 7.1.1(j) [Security Documents], no consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is necessary to authorize or permit the execution, delivery or
performance of this Agreement and the other Loan Documents or for the validity or enforceability hereof or thereof. 
  

	 	6.15	No Event of Default; Compliance with Instruments. 

 No event has occurred and is
continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default.
None of the Loan Parties is in violation of (i) any term of its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other
organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound where such violation would reasonably be expected to result in a Material Adverse
Change. 
  

	 	6.16	Patents, Trademarks, Copyrights, Licenses, Permits, Etc. 

 The Borrower and the
Restricted Subsidiaries own or possess all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, Required Permits and rights, without known or actual conflict with the rights of others,
necessary for the Borrower and the Restricted Subsidiaries, taken as a whole, to own and operate their properties and to carry on their businesses as presently conducted and planned to be conducted by them, except where the failure to so own or
possess with or without such conflict would reasonably be expected to result in a Material Adverse Change. 
  

	 	6.17	Solvency. 

 The Loan Parties, taken as a whole, are Solvent. On the Closing Date, at the
time of each borrowing of the Loans, the issuance of the Letters of Credit (including extensions, renewals and amendments thereof) and at the time of selection of, renewal of or conversion to an Interest Rate Option, the Loan Parties, taken as a
whole, shall be Solvent after giving effect to the transactions contemplated by the Loan Documents and any incurrence of Indebtedness and all other Obligations. 
  

	 	6.18	Producing Wells. 

 All producing wells that constitute part of the Borrowing Base
Properties: (a) have been, during all times that any such wells were operated by any Loan Party or its Affiliates, and (b) to the knowledge of the Loan Parties, have been at all other times, drilled, operated and produced in conformity
with all applicable Laws, are subject to no penalties on account of past production, and are bottomed under and are producing from, and the well bores are wholly within, the Borrowing Base Properties, or on Oil and Gas Properties which have been
pooled, unitized or communitized with the Borrowing Base Properties, except to the extent that any noncompliance with the representations set forth in this Section 6.18 [Producing Wells] would not reasonably be expected to result in a Material
Adverse Change. 

  
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	 	6.19	Insurance. 

 Schedule 6.19 lists all material insurance policies of the
Borrower and the Restricted Subsidiaries as of the Closing Date, all of which are valid and in full force and effect as of the Closing Date. Such policies provide adequate insurance coverage from reputable and financially sound insurers in amounts
sufficient to insure the assets and risks of the Borrower and the Restricted Subsidiaries in accordance with prudent business practice in the industry of the Borrower and the Restricted Subsidiaries. 

 

	 	6.20	Compliance with Laws. 

 The Borrower and its Subsidiaries are in compliance with all
applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.25 [Environmental Matters]) in all jurisdictions in which the Borrower or any of its Subsidiaries is presently or will be doing business, except where
the failure to do so would not reasonably be expected to result in a Material Adverse Change. 
  

	 	6.21	Material Contracts; Burdensome Restrictions. 

 Except to the extent that the failure to
be in full force and effect would not reasonably be expected to result in a Material Adverse Change, all Material Contracts of each Loan Party are in full force and effect. None of the Loan Parties is bound by any contractual obligation, or subject
to any restriction in any organization document, or any requirement of Law which would reasonably be expected to result in a Material Adverse Change. 
  

	 	6.22	Investment Companies; Regulated Entities. 

 None of the Loan Parties is an
“investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and
shall not become such an “investment company” or under such “control.” None of the Loan Parties is subject to any other Law limiting its ability to incur Indebtedness for borrowed money. 

 

	 	6.23	ERISA Compliance. 

 Except as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Change: 
 (a) each Pension Plan and Multiemployer Plan is in compliance with the
applicable provisions of ERISA, the Code and other Federal or state Laws (except that with respect to any Multiemployer Plan, such representation is deemed made only to the knowledge of the Borrower); 

(b) the Borrower and each ERISA Affiliate have met all applicable minimum funding requirements under the Pension Funding Rules
in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; 

(c) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in
Section 430(d)(2) of the Code and Section 303(d)(2) of ERISA) is 80% or higher and neither the Borrower or any ERISA Affiliate knows of any facts or circumstances which would cause the funding target attainment percentage for any such plan
to drop below 80% as of the most recent valuation date; 

  
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 (d) with respect to any Multiemployer Plan to which the Borrower or its ERISA
Affiliates contribute, the Borrower has not been notified of an “accumulated funding deficiency” (within the meaning of Section 412 of the Code) or that application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made; 
 (e) there has been no nonexempt “prohibited transaction”
(as defined in Section 406 of ERISA) or violation of the fiduciary responsibility rules with respect to any Pension Plan; 

(f) no ERISA Event has occurred or is reasonably expected to occur; and 

(g) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA. 
  

	 	6.24	Employment Matters; Coal Act; Black Lung Act. 

 Each of the Loan Parties is in
compliance with the Labor Contracts and all applicable federal, state and local labor and employment Laws including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical
insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, except where the failure to comply would not reasonably be expected to constitute a Material Adverse Change. There are
no outstanding grievances, arbitration awards or appeals therefrom arising out of the Labor Contracts or current or threatened strikes, picketing, handbilling or other work stoppages or slowdowns at facilities of any of the Loan Parties which in any
case would constitute a Material Adverse Change. The Borrower, the Restricted Subsidiaries and its “related persons” (as defined in the Coal Act) are in compliance in all material respects with the Coal Act and none of the Borrower, the
Restricted Subsidiaries or its related persons has any liability under the Coal Act except with respect to premiums or other payments required thereunder which have been paid when due and except to the extent that the liability thereunder would not
reasonably be expected to result in a Material Adverse Change. The Borrower and its Subsidiaries are in compliance in all material respects with the Black Lung Act, and neither the Borrower nor any of its Subsidiaries has any liability under the
Black Lung Act except with respect to premiums, contributions or other payments required thereunder which have been paid when due and except to the extent that the liability thereunder would not reasonably be expected to result in a Material Adverse
Change. 
  

	 	6.25	Environmental Matters. 

 Except as disclosed in CEI’s Annual Report on Form 10-K
for the year ended December 31, 2013 or its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, or as otherwise could not reasonably be expected to have a Material Adverse Change: 

(a) The Borrower and its Subsidiaries, their operations, facilities and properties are in compliance with all applicable
Environmental Laws. 
 (b) The facilities and properties currently or formerly owned, leased or operated by the Borrower or
any of its Subsidiaries (the “Properties”) do not contain any Hazardous Materials attributable to the ownership, lease or operation of the Properties by the Borrower or any of its Subsidiaries in amounts or concentrations which
(i) constitute or constituted a violation of, or (ii) could reasonably be expected to give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law. 

  
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 (c) Neither the Borrower nor any of its Subsidiaries has received any notice of
violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, including any with regard to their activities at any of the Properties or the business operated by
the Borrower or any of its Subsidiaries, or any prior business for which the Borrower or any of its Subsidiaries has retained liability under any Environmental Law. 

(d) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a
location which could reasonably be expected to give rise to liability for the Borrower or any of its Subsidiaries under, any applicable Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of by or on
behalf of the Borrower or any of its Subsidiaries at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law for the Borrower or any of
its Subsidiaries. 
 6.26 Anti-Terrorism Laws. (i) No Covered Entity, nor, to the knowledge of the Borrower, any directors,
officers or employees of any Covered Entity, is a Sanctioned Person, and (ii) no Covered Entity, nor, to the knowledge of the Borrower, any directors, officers or employees of any Covered Entity, either in its own right or through any third
party, (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (b) does business in or with, or derives any of its income from investments in
or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any dealings or transactions prohibited by any Anti-Terrorism Law. 

 

	 	6.27	Gas Imbalances. 

 There are no gas imbalances, take or pay obligations, or other
prepayments with respect to any Gas Properties that would require the Borrower or any Restricted Subsidiary to deliver Hydrocarbons produced from their respective Gas Properties at some future time without then or promptly thereafter receiving full
payment therefor which would exceed 250,000 m.c.f. in the aggregate. 
 7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 

The obligation of each Lender to make Loans, of an Issuing Lender to issue Letters of Credit hereunder, and of the Swingline Lender to make
Swing Loans is subject to the following conditions: 
  

	 	7.1	First Loans and Letters of Credit. 

  

	 	7.1.1	Deliveries. 

 On the Closing Date, the Administrative Agent shall have received each of
the following in form and substance reasonably satisfactory to the Administrative Agent: 
 (a) Officer’s
Certificate. A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (i) each of the representatives and warranties of the Loan Parties are true and accurate on and as of the Closing
Date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (ii) no Event of Default
or Potential Default exists and (iii) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. 

  
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 (b) Secretary’s Certificate. A certificate dated the Closing Date and
signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying: 
 (i) that attached thereto is a
true and complete copy of resolutions duly adopted by the board of directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of the Loan Documents to which such
person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date; 

(ii) the names of the officer or officers authorized to sign this Agreement and the other Loan Documents and the true
signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of this Agreement and the true signatures of such officers, on which the Administrative Agent, the Issuing
Lenders, and each Lender may conclusively rely; and 
 (iii) copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, and limited liability company agreement as in effect on the Closing Date, recently certified by the appropriate state official
where such documents are filed in a state office, together with recently dated certificates from the appropriate state officials as to the continued existence and good standing of such Loan Party in each state where organized. 

(c) Delivery of Loan Documents. This Agreement, each of the other Loan Documents and the Perfection Certificate signed
by an Authorized Officer of each of the Loan Parties party thereto. 
 (d) Opinion of Counsel. 

(i) A written opinion of in-house counsel for the Loan Parties (who may rely on the opinions of such other counsel as may be
acceptable to the Administrative Agent), dated the Closing Date, addressed to the Lenders, the Issuing Lenders, the Swingline Lender and the Administrative Agent and in form and substance satisfactory to the Administrative Agent and its counsel:
(i) as to the matters set forth in Exhibit 7.1.1(d)(i) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. 

(ii) A written opinion of Latham & Watkins LLP, counsel to the Loan Parties (who may rely on the opinions of such
other counsel as may be acceptable to the Administrative Agent), dated the Closing Date, addressed to the Lenders, the Issuing Lenders, the Swingline Lender and the Administrative Agent and in form and substance satisfactory to the Administrative
Agent and its counsel: (i) as to matters set forth in Exhibit 7.1.1(d)(ii) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. 

(iii) Written opinions of counsel covering matters under the laws of Illinois, Montana, Ohio, Pennsylvania, Tennessee, Utah,
Virginia and West Virginia, who shall be selected by the Loan Parties and reasonably acceptable to the Administrative Agent, dated 

  
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the Closing Date, addressed to the Lenders, the Issuing Lenders, the Swingline Lender and the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent
and its counsel: (i) as to matters set forth in Exhibit 7.1.1(d)(iii) and (ii) as to such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. 

(e) Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of
such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as the Administrative Agent or its counsel may reasonably request. 

(f) Insurance. Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained
under the Loan Documents is in full force and effect, and evidence that the Loan Parties have taken all actions required under the Flood Laws and reasonably requested by the Administrative Agent to assist in ensuring that each Lender is in
compliance with the Flood Laws applicable to the Collateral, including to the extent required, obtaining flood insurance in form and substance satisfactory to the Administrative Agent for such property, structures and contents prior to such
property, structures and contents becoming Collateral. 
 (g) Evidence of Filing. UCC financing statements in
appropriate form for filing under the UCC and such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Liens
created, or purported to be created, by the Security Documents. 
 (h) Existing Credit Agreements. The Borrower shall
have prepaid, or shall concurrently with the effectiveness and initial borrowings under this Amended and Restated Credit Agreement prepay, in full all amounts outstanding under the Existing Credit Agreements, including all unpaid principal,
interest, breakage fees and all other fees and charges thereunder as of the Closing Date, and the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent
covering the amendment and restatement of each of the Existing Credit Agreements in accordance with Section 11.15. Each Lender that was a lender under the Existing Credit Agreements, by execution of this Agreement, waives all notice of
prepayment of loans under the Existing Credit Agreements. 
 (i) Title to Gas Properties. The Administrative Agent
shall have received the Required Title Information. 
 (j) Security Documents. Each of the Security Documents,
including the Security Documents listed on Schedule 7.1.1(j) and Mortgages with respect to each Real Property listed on Schedule 1.1(R) shall have been signed by an Authorized Officer, and to the extent required under applicable
requirements of Law, such Security Documents; shall be properly recorded or filed with the applicable recording or filing offices and be in proper form for such recording. 

(k) Lien Searches. The lien searches listed on Schedule 7.1.1(k) shall have been completed, and the
Administrative Agent shall be satisfied with the results thereof. 
 (l) Pledged Securities. Except as set forth on
Schedule 8.1.20, all certificates, agreements or instruments representing or evidencing the Pledged Securities accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Collateral Agent.


  
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 (m) Other Documentation. All other certificates, agreements, including
instruments necessary to perfect the Collateral Agent’s security interest (to the extent required by the Security Documents) in all Chattel Paper, Instruments and Investment Property (as each such term is defined in the Security Agreement) of
each Loan Party have been delivered or assigned to the Collateral Agent. 
 (n) Flood Determinations. The
Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Real Property which has a “Building” on it (as such term is defined
in the Flood Laws), and which such “Building” is encumbered by a Mortgage as set forth on Schedule 7.1.1(n) (together with a notice about special flood hazard area status and flood disaster assistance executed by the Borrower). 

(o) Officer’s Certificate as to Proved Reserves. The Administrative Agent shall have received an updated
certificate of a Responsible Officer that meets the requirements of Section 8.3.8(c) and references this Agreement. 
  

	 	7.1.2	Payment of Fees. 

 The Borrower shall have paid or caused to be paid to the
Administrative Agent, the Syndication Agent and the Lenders to the extent not previously paid, all fees payable on or before the Closing Date (including upfront fees) and all costs and expenses for which the Administrative Agent and the Syndication
Agent are entitled to be reimbursed, including the reasonable fees and expenses of Cahill Gordon & Reindel LLP. 
  

	 	7.2	Each Additional Loan or Letter of Credit. 

 At the time of making any Loans or issuing
any Letters of Credit (or amendments or extensions thereto) and after giving effect to the proposed extensions of credit: 

(a) the representations and warranties of the Loan Parties contained in Section 6 [Representations and Warranties] and in
the other Loan Documents shall be true and correct in all material respects on and as of the date of the making of any Loan Request, any Swing Loan Request and the making of such additional Loan or the issuance such Letter of Credit (or amendments
or extensions thereto) with the same effect as though such representations and warranties had been made on and as of such date (except that (i) any representation and warranty that is already qualified as to materiality shall be true and
correct in all respects as so qualified and (ii) representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times
referred to therein); 
 (b) no Event of Default or Potential Default shall have occurred and be continuing; 

(c) the Revolving Facility Usage shall not exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit
Commitments; and 
 (d) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan
Request or to the applicable Issuing Lender the Issuer Documents for a Letter of Credit, as the case may be. 

  
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 8. COVENANTS 
  

	 	8.1	Affirmative Covenants. 

 The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon, expiration or termination of all Letters of Credit, and satisfaction of all of the Loan Parties’ other Obligations under
the Loan Documents and termination of the Commitments, the Loan Parties shall comply at all times with the following affirmative covenants: 
  

	 	8.1.1	Preservation of Existence, Etc. 

 Each of Borrower and the Restricted Subsidiaries shall
maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its failure to so qualify, individually or in the aggregate, would
reasonably be expected to result in a Material Adverse Change, except as otherwise expressly permitted by Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. 

 

	 	8.1.2	Payment of Liabilities, Including Taxes, Etc. 

 Each of Borrower and the Restricted
Subsidiaries shall duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable (including extensions), including all Taxes, assessments and governmental
charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including Taxes, assessments or charges, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made, but only to the extent that failure to pay or discharge any such
liabilities would not result in any additional liability which would adversely affect to a material extent the financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, or which would materially and adversely affect the
Collateral; provided that the Loan Parties will pay all such liabilities forthwith upon the commencement of proceedings to enforce any Lien which may have attached as security therefor or take other action as is required to suspend such
enforcement action unless such Lien otherwise qualifies as a Permitted Lien. 
  

	 	8.1.3	Maintenance of Insurance. 

 The Borrower and the Restricted Subsidiaries shall insure
their properties and assets against loss or damage by fire and such other insurable hazards (including flood, fire, property damage, workers’ compensation and public liability insurance) and against other risks, and in such amounts as similar
properties and assets, as are commonly insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary. At the request of the
Administrative Agent, the Borrower shall deliver to the Administrative Agent (x) annually an original certificate of insurance signed by its independent insurance broker describing and certifying as to the existence of the insurance on the
Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy of the endorsement described in the next sentence attached to such certificate and (y) from time to time a summary schedule indicating all
commercial insurance then in force with respect to the Borrower and the Restricted Subsidiaries. 

  
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Such policies of insurance shall contain the necessary endorsements or policy language, which shall (i) specify the Collateral Agent on behalf of the Secured Parties as an additional insured
on the liability policies and mortgagee and lender loss payee as their interests may appear on the property policies, with the understanding that any obligation imposed upon the insured (including the liability to pay premiums) shall be the sole
obligation of the Borrower and the Restricted Subsidiaries and not that of the additional insured, (ii) provide that the interest of the Lenders, under the lender’s loss payable endorsement in a form similar to the form provided on the
Closing Date, shall be insured regardless of any breach or violation by the Borrower or any of its Subsidiaries of any warranties, declarations or conditions contained in such policies or any action or inaction of the Borrower or any of its
Subsidiaries, (iii) provide a waiver of any right of the insurers to set off or counterclaim or any other deduction, whether by attachment or otherwise (to the extent that the Loan Parties are able on a commercially reasonable efforts basis to
obtain such waiver from the insurers), (iv) provide that no cancellation of such policies for any reason (including non-payment of premium) nor any change therein shall be effective until at least ten (10) days after notification to the
Administrative Agent of such cancellation or change, (v) be primary without right of contribution of any other liability insurance carried by or on behalf of any additional insureds with respect to their respective interests in the Collateral,
and (vi) provide that inasmuch as any liability policy covers more than one insured, all terms, conditions, insuring agreements and endorsements (except limits of liability) shall operate as if there were a separate policy covering each
insured. Each Loan Party shall take all actions required under the Flood Laws to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, (i) maintaining such flood
insurance in full force and effect and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Laws and (ii) delivering to the Administrative Agent evidence of such compliance in form and
substance reasonably acceptable to the Administrative Agent. If a Casualty Event occurs, the Borrower shall promptly notify the Administrative Agent of such event and the estimated (or actual, if available) amount of such loss. 

 

	 	8.1.4	Maintenance of Properties. 

 (a) Each Loan Party shall maintain in good repair, working
order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those material properties that are necessary to operate Borrowing Base Properties, and from time
to time, such Loan Party will make or cause to be made, in a reasonably diligent fashion, all appropriate repairs thereof. In particular, each Loan Party shall operate or cause to be operated its Borrowing Base Properties in a manner similar to a
reasonable and prudent operator. 
 (b) The Borrower and the Restricted Subsidiaries shall (x) maintain in good repair, working order
and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those material properties useful or necessary to their businesses and (y) make or cause to be
made, in a reasonably diligent fashion, all appropriate repairs, renewals or replacements thereof, in each case if the failure to so maintain, repair, renew or replace the same would reasonably be expected to constitute a Material Adverse Change.

  

	 	8.1.5	Maintenance of Patents, Trademarks, Etc. 

 The Borrower and the Restricted Subsidiaries
shall maintain in full force and effect all patents, trademarks, service marks, trade names, copyrights, licenses, franchises, permits and other authorizations necessary for the ownership and operation of their properties and business if the failure
so to maintain the same would constitute a Material Adverse Change. 

  
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	 	8.1.6	Visitation Rights. 

 The Borrower and the Restricted Subsidiaries shall permit any of
the officers or authorized employees or representatives of the Administrative Agent or any of the Lenders (so long as no Event of Default has occurred and is continuing, at such Administrative Agent’s or Lender’s expense) to visit and
inspect their properties during normal business hours and to examine (including, without limitation, any field examinations) and make excerpts from their books and records and discuss their business affairs, finances and accounts with their
officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or
inspection, all such visits and inspections shall be made in accordance with the standard safety, visit, and inspection procedures of the Borrower and the Restricted Subsidiaries and no such visit or inspection shall interfere with their normal
business operation. In the event any Lender desires to conduct an audit of the Borrower or any Restricted Subsidiary, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the
Administrative Agent. 
  

	 	8.1.7	Keeping of Records and Books of Account. 

 The Borrower and the Restricted Subsidiaries
shall maintain and keep proper books of record and account which enable the Borrower to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws, and in which full, true and correct entries shall be made in all
material respects of all their dealings and business and financial affairs. Without limiting the generality of the foregoing, the Borrower and the Restricted Subsidiaries shall maintain adequate allowances on their books in accordance with GAAP for
(i) future costs associated with any lung disease claim alleging pneumoconiosis or silicosis or arising out of exposure or alleged exposure to coal dust or the coal mining environment, (ii) future costs associated with retiree and health
care benefits, (iii) future costs associated with reclamation of disturbed acreage, removal of facilities and other closing costs in connection with its mining activities and (iv) future costs associated with other potential Environmental
Liabilities. 
  

	 	8.1.8	Further Assurances. 

 Each Loan Party shall, from time to time, at its expense,
faithfully preserve and protect the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and
things as the Administrative Agent in its reasonable discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce the Collateral
Agent’s rights and remedies thereunder with respect to the Collateral. 
  

	 	8.1.9	Additional Guarantors. 

 Each Loan Party shall cause any Subsidiary (other than an
Excluded Subsidiary) formed or acquired after the Closing Date to join this Agreement within 30 days after the date of acquisition or formation thereof (or such longer period as the Collateral Agent may agree in its reasonable discretion) as a
Guarantor by delivering to the Administrative Agent and Collateral Agent, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1.1(b), (c), (d), (g), (j) and (l) [Deliveries], and
8.1.17 [Collateral], modified as appropriate, and (C) documents necessary to grant and perfect Liens to the Collateral Agent for the benefit of the Secured Parties in the Collateral held by such Subsidiary. 

  
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	 	8.1.10	Compliance with Laws. 

 The Borrower and its Subsidiaries shall comply with all
applicable Laws, including all Environmental Laws, in all material respects, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. 

 

	 	8.1.11	Use of Proceeds. 

 (a) The Loan Parties will use the Letters of Credit and the proceeds
of the Loans only as follows: (i) to refinance all amounts outstanding under the Existing Credit Agreements, (ii) to provide for the continuance of Letters of Credit issued thereunder, and (iii) to provide for general corporate
purposes of the Borrower and the Restricted Subsidiaries, including Permitted Acquisitions, Permitted Business Investments, transactions fees and expenses, working capital and capital expenditures of the Borrower and the Restricted Subsidiaries.

 (b) None of the Loan Parties engages or will engage principally, or as one of its important activities, in the business of extending
credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of any Loan has been or shall be used for any purpose which entails a violation of
or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System, and the Borrower shall assist the Lenders, as reasonably requested by the Administrative Agent, with the Lenders’
compliance with Regulation U as such compliance relates to the Borrower and the Loans, including by providing the Administrative Agent with all documents, forms and certificates reasonably requested by the Administrative Agent in relation thereto.

  

	 	8.1.12	Subordination of Intercompany Loans. 

 Each Loan Party shall cause any intercompany
Indebtedness, loans or advances owed by any Loan Party to any Restricted Subsidiary that is not a Guarantor to be subordinated pursuant to the terms of the Intercompany Subordination Agreement. 

 

	 	8.1.13	Anti-Terrorism Laws; Foreign Corrupt Practices Act. 

 (a) No Covered Entity, nor to the
knowledge of the Borrower, any directors, officers or employees of any Covered Entity, will become a Sanctioned Person, (b) no Covered Entity, either in its own right or through any third party, nor to the knowledge of the Borrower, any of a
Covered Entity’s directors, officers or employees, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or
with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or
(iv) use the Loans or Letters of Credit to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person or in any manner that would cause a violation of the Anti-Terrorism
Laws by any party to this Agreement, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with all Anti-Terrorism Laws in all material respects and (e) the
Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event. 
 (b) No part of
the proceeds of any Loans shall be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

  
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	 	8.1.14	Compliance with Certain Contracts. 

 (a) The Borrower and the Restricted Subsidiaries
will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material
respects the rights of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the
assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep
unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to
(i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease
or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the
validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party
and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change. 

(b) The Borrower and the Restricted Subsidiaries shall maintain and materially comply with the terms and conditions of all coal supply
agreements and Material Contracts, the nonperformance of which would reasonably be expected to result in a Material Adverse Change. 
  

	 	8.1.15	Certain Additional Assurances Regarding Maintenance and Operations of Properties. 

 With
respect to those Borrowing Base Properties which are being operated by operators other than the Borrower or any Restricted Subsidiary, neither the Borrower nor any Restricted Subsidiary shall be obligated to perform any undertakings contemplated by
the covenants and agreement contained in Section 8.1.14 [Compliance with Certain Contracts] that any Responsible Officer of the Borrower or any Restricted Subsidiary reasonably believes are (a) performable only by such operators or
(b) beyond the control of the Borrower and the Restricted Subsidiaries; however, the Borrower agrees to promptly take, or cause to be taken, all reasonable actions available under any operating agreements or otherwise to bring about the
performance of any such material undertakings required to be performed thereunder. 
  

	 	8.1.16	Lease Agreements 

 Each Loan Party shall use its commercially reasonable efforts to
obtain the consent of the respective lessors to the assignment of each of the Retained Leases (as defined in Schedule 8.1.16) from the Current Lessee (as defined in Schedule 8.1.16) to the New Lessee (as defined in Schedule
8.1.16) as promptly as practicable after the Closing Date. 

  
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	 	8.1.17	Collateral. 

 (a) Pursuant to the Loan Documents, the Loan Parties shall grant, or cause
to be granted, to the Collateral Agent, for the benefit of the Secured Parties, a first priority lien and security interest, subject only to Permitted Liens: 

(i) on the date hereof and, with respect to any Equity Interests acquired after the Closing Date, not later than 30 days (or
such longer period as reasonably acceptable to the Administrative Agent) after the acquisition of the Equity Interests, in all Equity Interests owned by the Loan Parties; 

(ii) not later than 30 days (or such longer period as reasonably acceptable to the Administrative Agent) after the delivery of
each Reserve Report, in Proved Gas Collateral; 
 (iii) (a) on the Closing Date, in Coal Assets that are currently pledged,
or required to be pledged under the Existing CNX Gas Credit Agreement or the Existing CONSOL Credit Agreement including as-extracted collateral from each Loan Party’s present and future coal operations, regardless of whether such mineral
interests are presently owned, and all other minerals extracted from the ground and all accounts, general intangibles and products thereof and (b) after the Closing Date, in any Real Property acquired by any Loan Party related to Coal Assets
having a fair market value over $75,000,000, in which case the Borrower shall notify the Administrative Agent of such acquisition, and within 30 days of such acquisition (or such longer period as the Administrative Agent may agree in its discretion)
the applicable Loan Party shall deliver to the Administrative Agent a Mortgage with respect thereto, local counsel opinions with respect thereto as reasonably requested by the Administrative Agent, a “Life-of-Loan” flood hazard
determination with respect thereto, and evidence of flood insurance in compliance with the Flood Laws, as applicable; and 

(iv) on the date hereof and with respect to any Loan Party formed or acquired after the Closing Date, not later than 30 days
(or such longer period as reasonably acceptable to the Administrative Agent) after the acquisition or formation of such Loan Party, in all of the other assets of the Loan Parties in which a security interest is perfected by the filing of a UCC-1
financing statement with the secretary of state or similar agency in the applicable Loan Party’s jurisdiction of organization (except as excluded or limited above or below or as excluded or limited in any other Loan Document) (including without
limitation all accounts receivable (other than accounts receivable subject to a Qualified Receivables Transaction), inventory, chattel paper, general intangibles, equipment, and investment property whether owned on the Closing Date or subsequently
acquired. 
 (b) Notwithstanding the foregoing, Liens will not be required on any of the following (collectively, the “Excluded
Assets”): 
 (i) any Excluded Property; 

(ii) any Proved Reserves other than Proved Gas Collateral; 

(iii) Coal Assets that are not required to be subject to a Lien pursuant to Section 8.1.17(a) [Collateral]; 

  
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 (iv) buildings and structures as defined in the Flood Laws that are immaterial
as reasonably determined in writing by the Administrative Agent; 
 (v) motor vehicles (and other assets covered by
certificates of title or ownership) and Letter-of-Credit Rights (as defined in the UCC in the State of New York), in each case, except to the extent the security interest in such assets can be perfected by the filing of an “all assets” UCC
financing statement; 
 (vi) Commercial Tort Claims (as defined in the UCC) that do not exceed $10,000,000 in the aggregate
for all Pledgors; 
 (vii) assets owned by any Pledgor on the Original Closing Date (as defined in the Security Agreement)
or hereafter acquired and any proceeds thereof that are subject to a Lien permitted by clause (10) in the definition of “Permitted Liens” of the Credit Agreement to the extent and for so long as the contract or other agreement in
which such Lien is granted (or the documentation providing for the Capital Lease Obligations or purchase money obligation subject to such Lien) validly prohibits the creation of any other Lien on such assets and proceeds; 

(viii) those assets over which the granting of security interests in such assets would be prohibited by contract in effect on
the Closing Date (or, as to any assets acquired after the Closing Date, in effect at the time of acquisition thereof and not entered into in contemplation thereof), applicable law or regulation (in each case, except to the extent such prohibition is
unenforceable after giving effect to applicable provisions of the Uniform Commercial Code) (but not proceeds of such assets, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions)
or to the extent that such security interests would require obtaining the consent of any governmental or regulatory authority; 

(ix) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest
therein would result in the loss by such Pledgor of any material rights therein; 
 (x) except for Equity Interests of
Foreign Subsidiaries to the extent required pursuant to Section 8.1.17(a), any foreign collateral or credit support; 

(xi) any Voting Stock of any Foreign Subsidiary or CFC Holdco in excess of 65% of the total voting power of all outstanding
Voting Stock of such Subsidiary, it being understood that any Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this
clause (xi); 
 (xii) Equity Interests of (x) any Excluded Subsidiary (other than a Foreign Subsidiary or a CFC
Holdco), (y) any Unrestricted Subsidiary or (z) any Person that is not a Subsidiary; 
 (xiii) assets owned by any
Pledgor on the Original Closing Date (as defined in the Security Agreement) or hereafter acquired and any proceeds thereof as to which the Collateral Agent and the Borrower reasonably determine in writing that the cost of obtaining such a security
interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; 

  
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 (xiv) any permit or license issued by an Official Body to any Pledgor or any
agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security
interest in such permit, license or agreement in favor of the Collateral Agent (after giving effect to Sections 9 406(d), 9 407(a), 9 408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the
federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) or principles of equity); 

(xv) (A) any rights, title and interests in and to any Receivables that have been transferred to (or subject to a security
interest in favor of) a Securitization Subsidiary pursuant to a Qualified Receivables Transaction, (B) all rights to, but not the obligations under, all Related Security, (C) all monies due or to become due with respect to any of the
foregoing set forth in clauses (A) and (B) above, (D) all books and records related to any of the foregoing set forth in clauses (A) and (B) above, (E) all collections and other Proceeds (as defined in the UCC) of any
of the foregoing set forth in clauses (A) and (B) above that are or were received by any Loan Party on or after March 31, 2003, including all funds which either are received by such Loan Party, CNX Funding or the Receivables Servicer
from or on behalf of the Receivable Obligors in payment of any amounts owed (including invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Receivable Obligors
(including insurance payments that such Loan Party or Receivables Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of sale or other disposition of repossessed goods or other
collateral or property of the Receivable Obligors or any other parties directly or indirectly liable for payment of such Receivables; 

(xvi) any right, title and interests in and to any Manufactured (Mobile) Home (as defined in the applicable flood laws); 

(xvii) any right, title and interests in and to all locomotives, rail cars and rolling stock now or hereafter owned or leased
by the Loan Parties; 
 (xviii) any right, title and interests in and to any ship, boat or other vessel; and 

(xix) the Loan Parties’ timber to be cut other than to the extent encumbered by any Mortgage. 

(c) If reasonably requested by the Administrative Agent, contemporaneously with any such grant of a security interest and lien on any Proved
Gas Collateral after the date hereof, to the extent that any Mortgage and as-extracted UCC filing is being recorded in a jurisdiction in which local counsel opinions have not previously been delivered, or to the extent such opinion is otherwise
reasonably requested by the Administrative Agent, the Loan Parties shall provide to the Administrative Agent a local counsel opinion in form and substance satisfactory to the Administrative Agent with respect to such Mortgage and as-extracted UCC
filing. 
 (d) No actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken
(x) to create any security interests in assets located or titled outside of the U.S. or (y) to perfect or make enforceable any security interests in any assets (it being understood that no security agreements or pledge agreements governed
under the laws of any non U.S. jurisdiction shall be required). 

  
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 (e) No Loan Party shall effect any change (i) in any Loan Party’s legal name,
(ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational
identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other
jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 5 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly
describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral
Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified
organizational documents reflecting any of the changes described in the preceding sentence. 
  

	 	8.1.18	Title Information. 

 (a) Notwithstanding anything set forth herein or in the other Loan
Documents to the contrary, on or prior to the Closing Date, the Loan Parties shall deliver title reports and information on the Proved Reserves that comprise at least seventy-five percent (75%) of the total present value of all the Proved
Reserves included in the Borrowing Base Properties. All such title reports and information shall be in form and substance that is customary and usual for such Proved Reserves and shall be in form and substance reasonably satisfactory to the
Administrative Agent (the “Required Title Information”). Additionally, on or before the delivery to the Administrative Agent and the Lenders of each Reserve Report delivered after the Closing Date, the Borrower will deliver the
Required Title Information covering enough of the Proved Reserves included in the Borrowing Base Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall
have received together with the Required Title Information previously delivered to the Administrative Agent, the Required Title Information on at least 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties
evaluated by such Reserve Report. 
 (b) At any time that the Borrower has provided the Required Title Information for Proved Gas
Collateral under Section 8.1.18(a), the Borrower shall, within sixty (60) days of notice from the Administrative Agent that title defects or exceptions exist with respect to such Proved Gas Collateral, either (i) cure to the
reasonable satisfaction of the Administrative Agent any such title defects or exceptions (including defects or exceptions as to priority) which are not Permitted Liens raised by such information, (ii) substitute acceptable Proved Reserves with
no title defects or exceptions except for Permitted Liens, or (iii) deliver additional Required Title Information so that the Administrative Agent shall have received, together with the Required Title Information previously delivered to the
Administrative Agent, the Required Title Information on at least 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties evaluated by the then current Reserve Report. 

(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the sixty
(60) day period or the Borrower does not comply with the requirements to provide the Required Title Information covering 75% of the value of the Proved Reserves included in the Borrowing Base Properties, such default shall not be an Event of
Default, but instead the Syndication Agent and/or the Required Borrowing Base Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not
be a waiver as to future exercise of the remedy by the Syndication Agent or the Required Borrowing Base Lenders. To the extent that the Syndication Agent or the Required Borrowing Base Lenders are not satisfied with title to any Proved Gas
Collateral after the sixty (60) day period has elapsed, such unacceptable Proved Gas Collateral shall not count towards the 75% requirement, and the 

  
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Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Borrowing Base Lenders
to cause the Borrower to be in compliance with the requirement to provide the Required Title Information on 75% of the present value of the Proved Reserves included in the Borrowing Base Properties. This new Borrowing Base shall become effective
immediately after receipt of such notice. 
  

	 	8.1.19	Maintenance of Permits. 

 The Borrower and the Restricted Subsidiaries shall maintain
all Required Permits in full force and effect in accordance with their terms except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. 

 

	 	8.1.20	Post-Closing Matters. 

 The Loan Parties will execute and deliver to the Administrative
Agent the documents and complete the tasks set forth on Schedule 8.1.20, within the time frames set forth therein, unless otherwise waived or extended by the Administrative Agent in its sole discretion. 

 

	 	8.2	Negative Covenants. 

 The Loan Parties, jointly and severally, covenant and agree that
until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder and
termination of the Commitments, the Loan Parties shall comply with the following negative covenants: 
  

	 	8.2.1	Indebtedness. 

 The Borrower shall not, and shall not cause or permit any Restricted
Subsidiary to, directly or indirectly, incur, assume or otherwise become liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, and the Borrower will not issue any Disqualified Stock and will
not permit any Restricted Subsidiary to issue any Preferred Stock, except: 
 (a) Indebtedness under the Loan Documents; 

(b) Indebtedness existing on the Closing Date and set forth on Schedule 8.2.1, and Refinancing Indebtedness of such
Indebtedness; 
 (c) Indebtedness owed by (i) a Loan Party to another Loan Party, (ii) a Restricted Subsidiary that
is not a Loan Party to another Restricted Subsidiary that is not a Loan Party, (iii) a Restricted Subsidiary to a Loan Party and (iv) any Loan Party to a Restricted Subsidiary that is not a Loan Party; provided that (x) any
Indebtedness pursuant to clause (iii) is permitted by Section 8.2.4(j) or (n) [Loans and Investments] and (y) any Indebtedness pursuant to clause (iv) is subordinated to the extent required by, and in accordance with,
Section 8.1.12 [Subordination of Intercompany Loans]; 
 (d) Indebtedness represented by mortgage financings, purchase
money obligations or other Indebtedness, in each case incurred for the purpose of financing all or any part of the price or cost of design, construction, installation, development, repair or improvement of plant, property or equipment used in the
business of the Borrower or any Restricted Subsidiary, and Capital Lease Obligations, and Refinancing Indebtedness of any of the foregoing, in an aggregate 

  
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amount, when taken together with the outstanding amount of all other Indebtedness or Refinancing Indebtedness incurred pursuant to this clause (d), not to exceed at any time outstanding under
this clause (d) (i) in the case of such Indebtedness secured by Liens solely on Coal Assets, $250,000,000 and (ii) in the case of all other Indebtedness, $200,000,000; 

(e) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date as permitted by this Agreement,
which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary (and was not incurred in connection with or in contemplation of such Person’s becoming a Subsidiary of the Borrower) in an aggregate amount not to exceed
$25,000,000 at any time outstanding; 
 (f) Indebtedness under Hedging Contracts, Interest Rate Agreements and Currency
Agreements entered into for the purpose of limiting risks and not for speculation; 
 (g) Indebtedness in respect of
self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, reclamation, employment, surety and similar obligations and completion guarantees provided by or for the account of the Borrower or any Restricted
Subsidiary in the ordinary course of business, and any Guaranties and letters of credit functioning as or supporting any of the foregoing in the ordinary course of business; 

(h) Permitted Marketing Obligations; 

(i) in-kind obligations relating to oil or natural gas balancing positions arising in the ordinary course of business; 

(j) Indebtedness incurred in a Qualified Receivables Transaction in an aggregate amount not to exceed $200,000,000 at any time
outstanding; 
 (k) liability in respect of the Indebtedness of any Unrestricted Subsidiary or any Joint Venture in an
aggregate amount not to exceed $25,000,000 at any time outstanding; provided that, in the case of Indebtedness of an Unrestricted Subsidiary, (i) such liability shall arise only as a result of the pledge of (or a Guaranty limited in
recourse solely to) Equity Interests in such Unrestricted Subsidiary held by the Borrower or a Restricted Subsidiary to secure such Indebtedness and (ii) such Indebtedness shall be Non-Recourse Debt; 

(l) Indebtedness of the Borrower or any Restricted Subsidiary or the issuance of any Disqualified Stock by the Borrower or
Preferred Stock by any Restricted Subsidiary in an aggregate amount not exceeding, at any one time outstanding, $50,000,000; 

(m) (x) Permitted Unsecured Notes; provided that (i) the Borrowing Base shall be reduced by an amount equal to 25%
of the aggregate principal amount of such Indebtedness in accordance with Section 2.9(f) [Borrowing Base] (unless the requirement for such reduction is waived in writing by the Required Lenders) and (ii) the Borrower shall comply with
Section 5.6.4(c) [Mandatory Prepayments] after giving effect to such reduction in the Borrowing Base; and (y) Refinancing Indebtedness thereof; 

(n) Indebtedness in an amount at any time outstanding not to exceed $50,000,000 secured by a Lien permitted by clause
(5) of the definition of “Permitted Liens”; and 
 (o) Indebtedness in an aggregate amount at any time
outstanding not to exceed $150,000,000 secured by Liens on the Baltimore Dock Facility; 

  
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 provided that in the case of clauses (j), (l), (m), (n) or (o), at the time of and after giving
effect to the incurrence of any such Indebtedness no Potential Default or Event of Default shall exist. 
 In the event that an item of
Indebtedness meets the criteria of more than one of the categories of Indebtedness described in the clauses of the preceding paragraph, the Borrower shall, in its sole discretion, divide, classify or reclassify (or later divide, classify, redivide
or reclassify) such item of Indebtedness in any manner that complies with this covenant (including splitting into multiple exceptions) and will only be required to include the amount and type of such Indebtedness in one of such clauses of the
preceding paragraph. 
 The accrual of interest or Preferred Stock or Disqualified Stock dividends or distributions, the accretion or
amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock or Disqualified Stock as Indebtedness due to a change in
accounting principles, and the payment of dividends or distributions on Preferred Stock or Disqualified Stock in the form of additional securities of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this covenant; provided that the amount thereof shall be included in the calculation of Consolidated Interest Expense of the Borrower as accrued to the
extent required by the definition of such term. 
  

	 	8.2.2	Liens. 

 The Borrower shall not, and shall not cause or permit any Restricted Subsidiary
to, at any time, directly or indirectly, create, incur, assume or suffer to exist any Lien on any property or assets of the Borrower or any Restricted Subsidiary, tangible or intangible, now owned or hereafter acquired, or agree or become liable to
do so, except Permitted Liens, subject to the proviso in Section 6.8(a) [Title to Properties]. 
  

	 	8.2.3	Designation of Unrestricted Subsidiaries. 

 (a) The Board of Directors of the Borrower
may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that
was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Potential Default or Event of Default shall have occurred and be
continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is
a “Restricted Subsidiary” for the purpose of any Existing Notes or any Publicly Traded Debt Securities (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under any Existing Notes or any Publicly Traded
Debt Securities). Any (x) designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Administrative Agent by delivering to the Administrative Agent a copy of a Board
Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the requirements of this Section 8.2.3. The designation of any Subsidiary as an Unrestricted Subsidiary shall
constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of Borrower’s or such relevant Restricted Subsidiary’s (as
applicable) investment therein, as determined in good faith by such Borrower or such relevant Restricted Subsidiary, and the Investment resulting from such designation must otherwise be permitted under Section 8.2.4 [Loans and Investments]. The
designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. 

  
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 (b) No Unrestricted Subsidiary shall: 

(1) have any Indebtedness other than Non-Recourse Debt; 

(2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or
understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Borrower; 
 (3) be a Person with respect to which either the Borrower or
any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels
of operating results; or 
 (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of
the Borrower or any Restricted Subsidiary, except to the extent such Guaranty would be and is released upon such designation as an Unrestricted Subsidiary. 
  

	 	8.2.4	Loans and Investments. 

 The Borrower shall not, and shall not cause or permit any
Restricted Subsidiary to, at any time, directly or indirectly, make or suffer to remain outstanding any Investment or become or remain liable for any Investments, except: 

(a) (i) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to
be treated as expenses for accounting purposes and that are made in the ordinary course of business and (ii) loans or advances to officers, directors or employees made in the ordinary course of business, provided that such loans and
advances to all such officers, directors and employees do not exceed an aggregate amount of $5,000,000 outstanding at any time; 

(b) Temporary Cash Investments; 

(c) any transaction permitted under Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] (including any
Permitted Acquisition); 
 (d) in connection with the management of employee benefit trust funds of the Borrower or any
Restricted Subsidiary, investment of such employee benefit trust funds in Investments of a type generally and customarily used in the management of employee benefit trust funds; 

(e) such Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and
workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Borrower or any Restricted Subsidiary; 

(f) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and described on
Schedule 8.2.4, and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such
Investment may 

  
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be increased (i) as required by the terms of such Investment as in existence on the Closing Date, (ii) to the extent that the scope of the operations of the Person in which the
Investment is made is, and is intended to remain, consistent with such scope on the Closing Date or (iii) as otherwise permitted under this Section 8.2.4 [Loans and Investments]; 

(g) Investments (i) in any Loan Party or (ii) by any Restricted Subsidiary that is not a Loan Party in any other
Restricted Subsidiary that is not a Loan Party; 
 (h) Investments made with all or a portion of the Baltimore Dock Facility;

 (i) any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were
incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or
(ii) litigation, arbitration or other disputes; 
 (j) other Investments in an aggregate amount not to exceed
$100,000,000 at any one time outstanding; 
 (k) Investments made in the form of (i) Midstream Assets into the MLP
Entity at any time or an entity that is to be the MLP Entity in preparation of the MLP IPO, (ii) cash in any Joint Venture substantially all of whose assets consist of Midstream Assets that, in the ordinary course of its business, supports the
operations of the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and (iii) cash in any other Joint Venture substantially all of whose assets consist of Midstream Assets in an aggregate amount not to exceed $50,000,000 at
any time outstanding; 
 (l) cash Investments in the Equity Interests of the MLP Entity; 

(m) Investments consisting of Permitted Coal Dispositions permitted to be sold, conveyed, assigned, leased, sold and
leased-back, abandoned or otherwise transferred or disposed of under Section 8.2.7 [Dispositions]; 
 (n) Investments
(i) in Foreign Subsidiaries or other Joint Ventures relating to Hydrocarbons not located within the geographical boundaries of the United States and Canada; provided Investments pursuant to this clause (i) shall not exceed
$100,000,000 in the aggregate at any time and (ii) constituting the purchase or acquisition of all of the Equity Interests (not already owned by a Restricted Subsidiary) in another Person substantially all of whose assets consist of Hydrocarbon
Interests; provided that Section 8.1.9 [Additional Guarantors] is complied with; 
 (o) Investments made with
Excluded Properties; 
 (p) an Investment in receivables owing to the Borrower or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, including such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under the circumstances;

 (q) Hedging Obligations permitted under Section 8.2.1(f) [Indebtedness]; 

(r) Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Transaction permitted 

  
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under Section 8.2.1(j) [Indebtedness], including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any
related Indebtedness; 
 (s) a Separation Transaction; 

(t) Permitted Business Investments; 

(u) endorsements of negotiable instruments and documents in the ordinary course of business; 

(v) any Investment made as a result of the receipt of Designated Non-Cash Consideration in an aggregate amount not to exceed
the Threshold Amount at any one time outstanding; 
 (w) any Guaranty by any Restricted Subsidiary of the performance of the
Greenshale Obligations (other than any monetary obligations); provided that (i) such Guaranty shall be required in the ordinary course of business of Greenshale Energy, LLC and (ii) in no event shall any such Guaranty be secured by
any Collateral; 
 (x) any Guaranty by a Restricted Subsidiary entered into prior to October 25, 2013 guarantying
(i) the performance by a CCC Disposed Entity under a coal sale agreement entered into prior to October 25, 2013, as any such Guaranty may be amended, modified or replaced so long the term or amount of the Guaranty is not extended or
increased; or (ii) the obligations of a CCC Disposed Entity in respect of a surety bond issued prior to the effective date of the CCC Transaction for the benefit of such CCC Disposed Entity; provided that the Restricted Subsidiaries
shall use all commercially reasonable efforts to enforce the obligations of the purchaser of the CCC Disposed Entities to cause such Guaranties of the Restricted Subsidiaries to be discharged as promptly as practicable following the closing of the
CCC Transaction; 
 (y) (i) any Guaranty by a Restricted Subsidiary of the performance by CCC Disposed Entities of the Conner
Run impoundment operation at McElroy Mine pending transfer of licenses related to such operation; provided that the Restricted Subsidiaries shall use all commercially reasonable efforts to cause such licenses to be transferred as promptly as
practicable following closing of the CCC Transaction and (ii) any Guaranty by a Restricted Subsidiary of the performance by CCC Disposed Entities under the operating leases described on Schedule 8.2.4(y); and 

(z) Guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course in the Permitted
Business, including obligations under oil and natural gas exploration, development, joint operating, and related agreements and licenses, concessions or operating leases related to the Permitted Business; 

provided that, in the case of clauses (h), (k), (l), (m), (n) or (o) after giving effect to any such Investment no Event of Default or
Potential Default shall exist or shall result from any such Investment. 
  

	 	8.2.5	Restricted Payments. 

 The Borrower shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make a Restricted Payment, except: 
 (a) dividends payable by the Borrower
on common stock issued by the Borrower not to exceed an annual rate of $0.50 per share (such amount to be appropriately adjusted to reflect 

  
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any stock split, reverse stock split, stock dividend or similar transaction occurring after the Closing Date so that the aggregate amount of dividends permitted after such transaction is the same
as the amount permitted immediately prior to such transaction); 
 (b) purchases or other acquisition or retirement for value
of any Equity Interests of the Borrower in an aggregate amount not to exceed $500,000,000 since the Closing Date; provided that at the time of and after giving effect thereto, (1) no Event of Default or Potential Default shall exist and
(2) the Borrower shall have Liquidity in excess of $200,000,000; 
 (c) the repurchase, redemption or other acquisition
or retirement for value of Equity Interests of the Borrower or any of its Subsidiaries held by any current or former officer, director or employee of the Borrower or any of its Subsidiaries (or their respective estates, heirs, family members,
spouses, former spouses or beneficiaries under their estates or other permitted transferees), pursuant to the terms of any equity subscription agreement, stock option agreement, shareholders’ agreement, compensation agreement or arrangement or
similar agreement; provided that the aggregate amount of such acquisitions or retirements (excluding amounts representing cancellation of Indebtedness) shall not exceed $7,000,000 in any calendar year (with any portion of such $7,000,000
amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount, provided that the amount carried forward shall not exceed $10,000,000 at any time); provided further that
such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower after the Closing Date; 

(d) the repurchase of Equity Interests deemed to occur upon the exercise of stock or other equity options to the extent such
Equity Interests represent a portion of the exercise price of those stock or other equity options and any repurchase or other acquisition of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of stock
options, warrants, incentives or other rights to acquire Equity Interests; 
 (e) payments of cash, dividends, distributions,
advances or other Restricted Payments by the Borrower or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of
Equity Interests of any such Person; 
 (f) payments to dissenting stockholders of the Borrower not to exceed $5,000,000 in
the aggregate made (i) pursuant to applicable law or (ii) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a
transaction not prohibited by this Agreement; 
 (g) so long as no Potential Default or Event of Default shall exist or shall
result therefrom, Restricted Payments in an aggregate amount up to the then Cumulative Credit; provided that the Total Leverage Ratio at such time, calculated on a Pro Forma Basis, shall not be greater than 3.50:1.00; 

(h) so long as no Potential Default or Event of Default shall exist or shall result therefrom, Restricted Payments made prior
to a Separation Transaction and within 365 days of the consummation of any Permitted Coal Disposition in an aggregate amount not to exceed 50% of the Net Cash Proceeds of such Permitted Coal Disposition received by the Borrower or any Restricted
Subsidiary; provided that the Net Leverage Ratio at such time, calculated on a Pro Forma Basis shall not be greater than 3.50:1.00; 

  
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 (i) a Separation Transaction; 

(j) Restricted Payments (not constituting dividends by the Borrower on common stock issued by the Borrower or purchases or
other acquisition or retirement for value of any Equity Interests of the Borrower) in an aggregate amount not to exceed $10,000,000 since the Closing Date; 

(k) prepayment of any Subordinated Obligations with Refinancing Indebtedness thereof; and 

(l) repurchases of Subordinated Obligations of the Borrower or any Guarantor at a purchase price not greater than 100% of the
principal amount of such Subordinated Obligations in the event of an asset disposition, in each case plus accrued and unpaid interest thereon, to the extent required by the terms of such Subordinated Obligations, but only if: the Borrower has
complied with and fully satisfied its obligations in accordance with Section 8.2.7 [Dispositions]. 
  

	 	8.2.6	Liquidations, Mergers, Consolidations, Acquisitions. 

 The Borrower shall not, and shall
not cause or permit any Restricted Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire all or substantially all of a business or division of any other Person; provided that

 (a) (i) any Restricted Subsidiary may consolidate or merge into any other Restricted Subsidiary; provided that in the case
of a consolidation or merger involving a Loan Party, a Loan Party is the surviving entity and (ii) any Restricted Subsidiary may consolidate or merge into the Borrower; provided that the Borrower is the surviving entity; 

(b) any Restricted Subsidiary may acquire whether by purchase or by merger, (x) all of the ownership interests of another
Person or (y) substantially all of the assets of another Person or the assets constituting a business or division of another Person (each, a “Permitted Acquisition”); provided that each of the following requirements is
met: 
 (i) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such
Permitted Acquisition; 
 (ii) the Borrower shall have, after giving effect to such Permitted Acquisition, at least
$200,000,000 of Liquidity; 
 (iii) after giving effect to such Permitted Acquisition, (1) the Total Leverage Ratio at
such time, calculated on a Pro Forma Basis shall be less than 4.00:1.00 or (2) the aggregate Consideration to be paid by the Loan Parties for such Permitted Acquisition plus the Consideration paid for all other Permitted Acquisitions shall not
exceed $100,000,000 in any fiscal year; provided that the requirements of this clause (iii) shall not apply to the acquisition of Oil and Gas Properties and Midstream Assets to the extent supporting Oil and Gas Properties;
and 
 (iv) if the Consideration to be paid by the Restricted Subsidiaries for such Permitted Acquisition exceeds the
Threshold Amount, the Restricted Subsidiaries shall deliver to the Administrative Agent before or contemporaneously with such Permitted Acquisition: (1) a certificate of the Borrower in substantially the form of Exhibit 8.2.6 evidencing
(x) compliance, on a Pro Forma Basis, with the Financial Covenants and (y)

  
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compliance with the applicable requirements of clauses (b)(i), (ii) and (iii) of this Section 8.2.6 and (2) copies of any agreements entered into or proposed to be entered
into by such Loan Parties in connection with such Permitted Acquisition and such other information about such Person or its assets as the Administrative Agent may reasonably require, and the Administrative Agent shall, to the extent it receives any
such copies of agreements or information, provide such copies of agreements or information to the Lenders; 
 (c) the
Borrower or any Restricted Subsidiary may make Permitted Business Investments; 
 (d) Dispositions permitted by
Section 8.2.7 [Dispositions] and any liquidation, merger, consolidation or acquisition to effect such Disposition; provided that in the case of a consolidation or merger, the requirements of Section 8.2.6(a) are complied with, to
the extent applicable; 
 (e) any Restricted Subsidiary that holds only de minimis assets and is not conducting any material
business may dissolve. 
  

	 	8.2.7	Dispositions. 

 The Borrower shall not, and shall not cause or permit any Restricted
Subsidiary to, make any Disposition, except: 
 (a) any Disposition between or among the Borrower and the Restricted
Subsidiaries; provided that in the case of a consolidation or merger, the requirements of Section 8.2.6(a) are complied with, to the extent applicable; 

(b) any Disposition that constitutes a Restricted Payment permitted by Section 8.2.5 [Restricted Payments] or an
Investment permitted by Section 8.2.4 [Loans and Investments]; 
 (c) an issuance or sale of Equity Interests by a
Restricted Subsidiary to the Borrower or to a Restricted Subsidiary; 
 (d) the sale of extracted Hydrocarbons, other mineral
products or other inventory in the ordinary course of business; 
 (e) a sale, contribution, conveyance or other disposition
of Receivables and related assets of the type specified in the definition of Qualified Receivables Transaction by or to a Receivables Subsidiary in a Qualified Receivables Transaction permitted by Section 8.2.1(j) [Indebtedness]; 

(f) [Reserved]; 

(g) any Disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of business (including the
abandonment or other disposition of intellectual property, including seismic data and interpretations thereof, that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the
business of the Borrower and the Restricted Subsidiaries taken as whole); 

  
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 (h) licenses and sublicenses by the Borrower or any Restricted Subsidiary of
software or intellectual property, including seismic data and interpretations thereof, in the ordinary course of business; 

(i) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other
claims in the ordinary course of business; 
 (j) the granting of Permitted Liens and dispositions in connection with
Permitted Liens; 
 (k) the sale or other disposition of cash or Temporary Cash Investments or other financial instruments;

 (l) any Disposition of Equity Interests in an Unrestricted Subsidiary; 

(m) the early termination or unwinding of any Hedging Obligations; 

(n) any sale of Accounts arising from the export outside of the U.S. of goods or services by the Borrower or any Restricted
Subsidiary; provided that at the time of any such sale, no Event of Default or Potential Default shall exist or shall result from such sale after giving effect thereto; 

(o) [Reserved]; 

(p) any Disposition; provided that (i) within 365 days following any such Disposition of assets that were the
subject thereof are replaced by substitute, replacement or other assets of the type used in the business of the Borrower or any Restricted Subsidiary, and (ii) all such substitute assets are subject to the Collateral Agent’s Lien for the
benefit of the Secured Parties to the extent such substitute assets are required to be part of the Collateral pursuant to this Agreement or the other Loan Documents; provided that the fair market value of all assets Disposed of under this
clause in any given fiscal year (other than transfers of property subject to a Casualty Event or condemnation proceeding) shall not exceed $250,000,000; 

(q) any Disposition of Coal Assets (any such Disposition, a “Permitted Coal Disposition”); provided
that: 
 (i) at the time that the definitive agreement for such Disposition is entered into, no Potential Default or Event
of Default is then in existence or will result therefrom; 
 (ii) in the case of any Disposition of Active Coal Assets, the
Net Leverage Ratio at such time, calculated on a Pro Forma Basis, shall not be greater than 4.50:1.00; provided that this clause (ii) shall not apply to any Disposition or series of related Dispositions of Active Coal Assets that
represent up to $50,000,000 of Consolidated EBITDA for the latest period of four fiscal quarter ended prior to the date of such Disposition; and 

(iii) at least 75% of the Consideration received by the Borrower and the Restricted Subsidiary from such Disposition is in the
form of cash and Temporary Cash Investments; provided that each of the following will be deemed to be cash: (x) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of the Borrower or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations or the Guaranty thereof) that are assumed by 

  
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the transferee by written agreement that releases the Borrower or such Restricted Subsidiary from or indemnifies the Borrower or such Restricted Subsidiary against further liability; (y) any
securities, notes or other obligations received by the Borrower or any Restricted Subsidiary from the transferee that are, within 180 days of the Disposition, converted by the Borrower or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion; and (z) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash
Consideration received pursuant to this clause (z), not to exceed the Threshold Amount, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value; 
 (r) any Disposition of Proved Reserves or Equity Interests of a Person that owns Proved Reserves, in accordance
with Section 8.2.13 [Sale of Proved Reserves; Pooling]; provided that in the case of the Disposition of Equity Interests in such a Person that owns assets other than Proved Reserves, such other assets (valued at their Fair Market Value)
must be permitted to be Disposed of pursuant to another provision of this Section 8.2.7 [Dispositions] to comply herewith; 

(s) Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributable and routine farm-outs of undeveloped
acreage to which no Proved Reserves are attributable and assignments in connection with such farm-outs; 
 (t) any
Disposition of Excluded Properties; 
 (u) (i) the issuance or sale of Capital Stock of the Gas Holding Company in connection
with a Gas Spinoff, (ii) the issuance or sale of Capital Stock of the Coal Holding Company in connection with a Coal Spinoff, (iii) any Disposition to effect a Separation Transaction and (iv) any Disposition to effect the MLP IPO;

 (v) any Disposition of all or any portion of the Baltimore Dock Facility; 

(w) any Disposition of Midstream Assets; and 

(x) any Disposition that is not permitted by the other clauses of this Section 8.2.7 [Dispositions], which is approved by
the Required Lenders; 
 provided that, (i) in the case of clauses (e), (p), (t), (u), (v) and (w), no Potential Default or Event of
Default is then in existence or will result therefrom and (ii) any Disposition of Proved Reserves or interests therein shall comply with Section 8.2.13 [Sale of Proved Reserves; Pooling]. 

 

	 	8.2.8	Affiliate Transactions. 

 The Borrower shall not, and shall not cause or permit any
Restricted Subsidiary to, enter into or permit to exist any transaction or series of transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the
benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, taken as a whole, are not materially less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at
the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, if in the good faith judgment of the Board of Directors, no comparable transaction is available with which to compare such Affiliate
Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. 

  
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 The following items will not be deemed to be Affiliate Transactions and, therefore, will not be
subject to the provisions of foregoing paragraph: 
 (a) any employment agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; 

(b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of
Hedging Contracts, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts entered into
in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined
in good faith by the Borrower; 
 (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower
that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms
substantially identical to those of other purchasers in such market transaction; 
 (d) transactions between the Borrower or
any Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person
(including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); 

(e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of
the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter
involving such other person; 
 (f) the payment of reasonable fees to and reimbursements of expenses (including travel and
entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; 

(g) transactions between or among the Borrower and the Restricted Subsidiaries; provided that following the Separation
Transaction, in no event shall the Coal Holding Company or any of its Subsidiaries be deemed a Restricted Subsidiary for purposes of this clause; 

(h) payments that are permitted under Section 8.2.5 [Restricted Payments]; 

(i) sales, contributions, conveyances and other transfers of Receivables and related assets of the type specified in the
definition of Qualified Receivables Transaction to a Receivables Subsidiary or any other similar transactions in connection with any Qualified Receivables Transaction permitted by Section 8.2.1(j) [Indebtedness]; 

  
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 (j) transactions effected in accordance with the terms of any agreement to which
the Borrower or any Restricted Subsidiary is a party as of the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments,
modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the Closing Date, as determined in good
faith by the Borrower; 
 (k) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be,
delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair to the Borrower or
such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the preceding paragraph; 

(l) loans or advances to employees, officers or directors in the ordinary course of business and approved by the
Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; 

(m) agreements and transactions entered into or effected to effectuate a Separation Transaction or the MLP IPO; and 

(n) pledges by the Borrower or any Restricted Subsidiary (or any Guaranty by the Borrower or any Restricted Subsidiary limited
in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Borrower’s Unrestricted Subsidiaries. 
  

	 	8.2.9	Change in Business. 

 The Borrower shall not, and shall not cause or permit any
Restricted Subsidiary to, engage in any business other than a Permitted Business. 
  

	 	8.2.10	Fiscal Year. 

 The Borrower shall not, and shall not cause or permit any Restricted
Subsidiary to, change its fiscal year from the twelve-month period beginning January 1 and ending December 31. 
  

	 	8.2.11	Amendments to Organizational Documents or Certain Other Indebtedness. 

 (a) The Borrower
shall not, and shall not cause or permit any Restricted Subsidiary to, amend its certificate of incorporation (including any provisions or resolutions relating to Capital Stock), by-laws, certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement or other organizational documents in a manner that would be adverse in any material respect to the Lenders. 

(b) The Borrower shall not, and shall not cause or permit any of its Subsidiaries to, enter into any agreements governing Permitted Unsecured
Notes or a Qualified Receivables Transaction, or any amendments to any of them or the Existing Notes Indentures, that would make any of them more restrictive, to the Borrower or any Restricted Subsidiary in any material respect than the Loan
Documents, except, in the case of a Qualified Receivables Transaction, as to assets relating to such Qualified Receivables Transaction. 

  
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 (c) The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, defease
or make any prepayments, purchases, repurchases, or redemptions of or in respect of any Existing Notes or any Permitted Unsecured Notes, unless at the time of any such prepayment, purchase, repurchase or redemption (or irrevocable notice thereof),
no Event of Default or Potential Default shall exist or shall result from such prepayment, purchase, repurchase or redemption after giving effect thereto. 
  

	 	8.2.12	Swaps. 

 (a) The Borrower shall not, and shall not cause or permit any Restricted
Subsidiary to, enter into any Swap Agreement, other than (i) Permitted Commodity Swap Agreements and (ii) Swap Agreements not relating to commodities entered into to hedge or mitigate risks to which the Borrower or any Restricted
Subsidiary is exposed in the conduct of its business or the management of its liabilities. 
 (b) Notwithstanding the foregoing, any Loan
Party may enter into Swap Agreements with an Approved Counterparty (such Swap Agreements being “Acquisition Swap Agreements”) in anticipation of the acquisition of Oil and Gas Properties in a transaction not prohibited by this
Agreement (any such Oil and Gas Properties being referred to herein as the “Target Oil and Gas Properties”) if (x) the Borrower or a Restricted Subsidiary has entered into a definitive purchase and sale agreement for such
Target Oil and Gas Properties, (y) the tenor of any such Acquisition Swap Agreement does not exceed a period of, beginning on the expected closing date of such acquisition equal to the remainder of the calendar year in which such Acquisition
Swap Agreements are entered into, plus the next 5 calendar years and (z) the notional volumes hedged pursuant to any such Acquisition Swap Agreement (when aggregated with notional volumes hedged pursuant to all other Acquisition Swap Agreements
then in effect other than swaps covering basis differential, puts or floors, in each case on volumes already hedged pursuant to other Acquisition Swap Agreements ) do not exceed, as of the date such Acquisition Swap Agreement is executed, 100% of
the reasonable anticipated projected production from all Oil and Gas Properties constituting Target Oil and Gas Properties as of such date that are identified by the Borrower’s internal engineers as Proved Reserves for each month during the
period during which such Acquisition Swap Agreement is in effect for each of crude oil and natural gas, calculated separately; provided that should the acquisition fail to close, all derivative transactions associated with the new acquisition
will be unwound or otherwise terminated so that the Borrower is in compliance with the hedging restrictions set forth above (such unwinding/termination to be completed within 60 days of the date of the termination of the purchase and sale agreement
or such later date as determined by the Administrative Agent in its sole discretion). 
 (c) If, as of any Test Date that occurs while one
or more Acquisition Swap Agreements are in effect, the Borrower determines that all Acquisition Swap Agreements then in effect (when aggregated with other commodity Swap Agreements then in effect other than swaps covering basis differential, puts or
floors, in each case on volumes already hedged pursuant to other Swap Agreements) have notional volumes in excess of the Swap Cap, then the Borrower shall (i) have Liquidity of at least $200,000,000 until such time as the Borrower is in
compliance with the Swap Cap and (ii) furnish to the Administrative Agent, no later than the close of business on such Test Date, a statement of the Swap Aggregate Exposure as of the last preceding Business Day as of which such amount could be
calculated (and in any event, not prior to the Business Day on which written confirmations in respect of any applicable Swap Agreements used in any such calculation are available). 

  
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	 	8.2.13	Sale of Proved Reserves; Pooling. 

 The Borrower shall not, and shall not cause or
permit any Restricted Subsidiary to, Dispose of any interest in any Gas Properties consisting of Proved Reserves (including by way of (x) Production Payments and Reserve Sales or (y) a Disposition of any Equity Interests of any Person that
holds interests in Proved Reserves that results in such Person ceasing to be a Loan Party), or voluntarily pool or unitize all or any part of their Gas Properties consisting of Proved Reserves, except, in each case, as follows: 

(a) extracted Hydrocarbons sold in the ordinary course of business; 

(b) forced pooling or other action whether initiated by or at the request of the Borrower, a Restricted Subsidiary or another
Person; 
 (c) sales, assignments, transfers or conveyances and pooling and unitizing among Loan Parties; 

(d) sales, assignments, transfers, conveyances or leases in connection with Joint Operating Agreement or other operating
agreements, unitization agreements and pooling arrangements with, or grants of non-exclusive easements, permits, licenses, rights of way, surface leases or other surface rights or interest to, other Persons in each case which are usual and customary
in the oil and gas business, excluding, however, any Investments, Indebtedness or Liens unless otherwise allowed by this Agreement; or 

(e) any Disposition of Proved Reserves (whether directly or indirectly by means of the sale or investment of Equity Interests
of a Restricted Subsidiary or otherwise) other than those permitted in clauses (a) through (d) above; provided that, simultaneously with any such Disposition, if the aggregate value of all Dispositions of Proved Reserves under this
clause (e) since the last redetermination of the Borrowing Base (including the value of interests in Proved Reserves held by any Person that ceases to be a Loan Party) exceeds 5% of the Borrowing Base then in effect, the Borrowing Base shall be
adjusted by amounts agreed to at the time by the Required Borrowing Base Lenders; provided, after giving effect to any of the foregoing, the Collateral Agent shall have the Lien required by Section 8.1.17 [Collateral] in the Proved Gas
Collateral. 
  

	 	8.2.14	Financial Covenants. 

 (a) Minimum Interest Coverage Ratio. The Borrower shall
not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter, to be less than 2.5 to 1.0. 
 (b) Minimum
Current Ratio. The Borrower shall not permit the ratio of the current assets of the Borrower and the Restricted Subsidiaries (including unused availability under this Agreement but excluding non-cash assets under FAS 133) to current liabilities
of the Borrower and the Restricted Subsidiaries (excluding (x) non-cash obligations under FAS 133, (y) current maturities of obligations under this Agreement or any Qualified Receivables Transaction and (z) current maturities of
Existing Notes or Permitted Unsecured Notes which have been tendered for or with respect to which the Borrower has exercised a redemption right and which are required by GAAP to be current), determined on a consolidated basis, calculated as of the
end of each fiscal quarter, to be less than 1.00:1.00. 
  

	 	8.2.15	Restrictions on Distributions from Restricted Subsidiaries. 

 The Borrower shall not,
and shall not cause or permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

 

	 	(1)	 pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Borrower or any Restricted Subsidiary
(provided that (x) the priority 



  
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that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions shall not be deemed to be a restriction on the ability to pay dividends or
make other distributions on its Capital Stock for purposes of this covenant and (y) the subordination of Indebtedness owed to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by any Restricted Subsidiary shall not be
deemed a restriction on the ability to pay Indebtedness); 

  

	 	(2)	make any loans or advances to the Borrower or a Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by
the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or 

  

	 	(3)	sell, lease or transfer any of its property or assets to the Borrower or a Restricted Subsidiary. 


The foregoing restrictions of this Section 8.2.15 [Restrictions on Distributions from Restricted Subsidiaries] will not apply to
encumbrances or restrictions existing under or by reason of: 
 (a) any encumbrance or restriction in any agreement in effect
on the Closing Date and set forth on Schedule 8.2.15; 
 (b) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement relating to any Indebtedness incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower or became a Restricted Subsidiary (other than
Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Borrower) and outstanding on such date; 
 (c) any encumbrance or restriction pursuant to
an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (a) or (b) of this paragraph or this clause (c) or contained in any amendment to an agreement referred to in clause
(a) or (b) of this paragraph or this clause (c); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the
Lenders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements, as determined in good faith by the Borrower; 

(d) (i) customary non-assignment provisions in any contract, license, lease or sale or exchange agreement and (ii) cash,
other deposits, or net worth or similar requirements, in each case, imposed by suppliers, customers or lessors under contracts or leases, in the case of each of clauses (i) and (ii), entered into in the ordinary course of business; 

(e) in the case of clause (3) of the preceding paragraph, restrictions contained in Capital Lease Obligations, purchase
money obligations, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capital Lease Obligations, purchase money obligations,
security agreements or mortgages; 
 (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; 

  
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 (g) any encumbrance or restriction in any agreement or instrument in the Existing
Receivables Financing and in connection with a Qualified Receivables Transaction; 
 (h) Liens otherwise permitted to be
incurred under the provisions of Section 8.2.2 [Liens] that limit the right of the debtor to dispose of the assets subject to such Liens; 

(i) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including, without limitation, agreements entered into in connection with an Investment) entered into with the approval of the Borrower’s Board of
Directors, which limitation is applicable only to the assets that are the subject of such agreements; 
 (j) encumbrances or
restrictions applicable only to a Foreign Subsidiary; 
 (k) customary encumbrances and restrictions contained in agreements
of the types described in the definition of “Permitted Business Investments”; 
 (l) agreements governing Hedging
Contracts, Interest Rate Agreements and Currency Agreements incurred not for speculative purposes; 
 (m) any encumbrance or
restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary;
provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other
Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; 
 (n) the requirement that any
distribution in the Separation Transaction be pro rata among the shareholders of CEI; and 
 (o) any encumbrances or
restrictions imposed by any amendments of the contracts, instruments or obligations referred to in clauses (a) through (n) of this paragraph; provided that such amendments are not materially more restrictive with respect to such
encumbrances and restrictions than those prior to such amendment or refinancing, as determined in good faith by the Borrower. 
  

	 	8.2.16	Negative Pledge Agreements. 

 The Borrower shall not, and shall not cause or permit any
Restricted Subsidiary to, enter into or permit to exist any Contractual Requirement (other than this Agreement or any other Loan Document) that limits the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to
exist Liens on property of such Person (other than property specifically excluded from the Collateral requirements pursuant to Section 8.1.17(b) [Collateral]) for the benefit of the Secured Parties with respect to the Obligations or under the
Loan Documents; provided that the foregoing shall not apply to each of the following Contractual Requirements that: 

(a) (i) exist on the Closing Date and (to the extent not otherwise permitted by this Section 8.2.16) are listed on
Schedule 8.2.16 and (ii) to the extent Contractual Requirements permitted by subclause (i) are set forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Refinancing
Indebtedness of such Indebtedness or obligation so long as such Refinancing Indebtedness does not expand the scope of such Contractual Requirement; 

  
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 (b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary
first becomes a Restricted Subsidiary, so long as such Contractual Requirements were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; 

(c) arise pursuant to agreements entered into with respect to any Disposition permitted by Section 8.2.7 [Dispositions]
and applicable solely to assets under such Disposition; 
 (d) are customary provisions in joint venture agreements and other
similar agreements permitted by Section 8.2.4 [Loans and Investments] and applicable to joint ventures or otherwise arise in agreements which restrict the Disposition or distribution of assets or property in oil and gas leases, joint operating
agreements, joint exploration and/or development agreements, participation agreements and other similar agreements entered into in the ordinary course of the oil and gas exploration and development business; 

(e) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 8.2.1
[Indebtedness], but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness; 

(f) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as
such restrictions relate to the assets subject thereto; 
 (g) comprise restrictions imposed by any agreement relating to
secured Indebtedness permitted pursuant to 8.2.1 [Indebtedness] to the extent that such restrictions apply only to the property or assets securing such Indebtedness; 

(h) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower
or any Restricted Subsidiary; 
 (i) are customary provisions restricting assignment of any agreement entered into in the
ordinary course of business; 
 (j) restrict the use of cash or other deposits imposed by customers under contracts entered
into in the ordinary course of business; 
 (k) are imposed by requirements of Law; 

(l) customary net worth provisions contained in real property leases entered into by any Restricted Subsidiary, so long as the
Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the Restricted Subsidiaries to meet their ongoing obligation; 

(m) are customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is
a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this
Section 8.2.16; 
 (n) are restrictions imposed by any agreement relating to Indebtedness incurred pursuant to
Section 8.2.1 [Indebtedness] or Refinancing Indebtedness in respect thereof, to the extent 

  
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such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in the Loan Documents as determined by the Borrower in good faith and do not restrict
Liens on the Collateral to secure the Obligations; 
 (o) are restrictions regarding licenses or sublicenses by the Borrower
and the Restricted Subsidiaries of intellectual property in the ordinary course of business (in which case such restriction shall relate only to such intellectual property); 

(p) are encumbrances or restrictions contained in an agreement or other instrument of a Person acquired by or merged or
consolidated with or into the Borrower or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is
in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired or designated; and 
 (q) are encumbrances or restrictions
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided
that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors, no more restrictive in any material respect with
respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

 

	 	8.3	Reporting Requirements. 

 The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon, expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties’ other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders: 

 

	 	8.3.1	Quarterly Financial Statements. 

 As soon as available and in any event within 45
calendar days after the end of each of the first three fiscal quarters in each fiscal year (or in the case of the first fiscal quarter after the Separation Transaction, 60 days after the end of such fiscal quarter), financial statements of the
Borrower, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that
date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Financial Officer or Treasurer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. 
  

	 	8.3.2	Annual Financial Statements. 

 As soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower (or, in the case of the first fiscal year after the Separation Transaction, 105 days after the end of such fiscal year), financial statements of the Borrower consisting of a consolidated balance
sheet as 

  
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of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth
in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The
certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) or explanation
statement as to “going concern” or similar matter or the scope of such audit. 
  

	 	8.3.3	SEC Website. 

 Reports required to be delivered pursuant to Section 8.3.1
[Quarterly Financial Statements], Section 8.3.2 [Annual Financial Statements] and Sections 8.3.7(a) and (b) [Budgets, Forecasts, Other Reports and Information] shall be deemed to have been delivered on the date on which such report is
posted on the SEC’s website at www.sec.gov, and such posting shall be deemed to satisfy the reporting and delivery requirements of Sections 8.3.1 [Quarterly Financial Statements], 8.3.2 [Annual Financial Statements] and 8.3.7(a) and
(b) [Budgets, Forecasts, Other Reports and Information]. 
  

	 	8.3.4	Certificate of the Borrower. 

 On or prior to the date that the financial statements of
the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements] are required to be furnished, a certificate (each a
“Compliance Certificate”) of the Borrower signed by the Chief Financial Officer or Treasurer of the Borrower, in the form of Exhibit 8.3.4, to the effect that, except as described pursuant to Section 8.3.5 [Notice
of Default], (i) the representations and warranties of the Borrower contained in Section 6 [Representations and Warranties] and in the other Loan Documents are true in all material respects on and as of the date of such certificate with
the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time), (ii) no Event of Default or Potential Default
exists and is continuing on the date of such certificate, (iii) containing calculations in sufficient detail to demonstrate compliance as of the date of such financial statements with the Financial Covenants and (iv) describing the
commodity Swap Agreements in place to which any Loan Party is a party and confirming that all such Swap Agreements are Swap Agreements that the Loan Parties are permitted to enter under Section 8.2.12 [Swaps]. 

 

	 	8.3.5	Notice of Default. 

 Promptly after any Responsible Officer of the Borrower has learned
of the occurrence of an Event of Default or Potential Default, a certificate signed by a Responsible Officer of the Borrower setting forth the details of such Event of Default or Potential Default and the action that the Borrower proposes to take
with respect thereto. 
  

	 	8.3.6	Certain Events. 

 Written notice to the Administrative Agent, for provision to the
Lenders: 
 (a) promptly after any Responsible Officer of the Borrower has learned of the commencement thereof, notice of all
actions, suits, proceedings or investigations before or by any Official Body or any other Person against the Borrower or any of its Subsidiaries (that would reasonably be expected to result in a liability against such Person) (i) relating to
the Collateral involving a claim or series of claims in excess of the Threshold Amount or (ii) which if adversely determined would constitute a Material Adverse Change; 

  
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 (b) promptly after any Responsible Officer of the Borrower has knowledge thereof,
any event which could reasonably be expected to have a Material Adverse Change; 
 (c) promptly after any Loan Party incurs
obligations or liabilities that are due and payable arising in connection with or as a result of the early or premature termination of Swap Agreements (whether or not occurring as a result of a default thereunder), which would exceed the Threshold
Amount in the aggregate; and 
 (d) within five (5) Business Days after any Responsible Officer of the Borrower has
knowledge thereof, of the occurrence of any ERISA Event that would reasonably be expected to constitute a Material Adverse Change. 
  

	 	8.3.7	Budgets, Forecasts, Other Reports and Information. 

 (a) Any reports, notices or proxy
statements generally distributed by the Borrower to its stockholders on a date no later than the date supplied to such stockholders; 
 (b)
Regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the Borrower or any of its Subsidiaries with the SEC; 

(c) Simultaneously with each delivery of financial statements referred to in Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2
[Annual Financial Statements], the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; 

(d) Simultaneously with each delivery of financial statements referred to in Section 8.3.2 [Annual Financial Statements], a certificate
of a Responsible Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest
Perfection Certificate Supplement; 
 (e) Promptly upon their becoming available to the Borrower, a copy of any order in any proceeding to
which the Borrower or any of its Subsidiaries is a party issued by any Official Body to the extent it could reasonably be expected to have a Material Adverse Change; and 

(f) Promptly upon request, such other reports and information as any of the Lenders may from time to time reasonably request, including,
without limitation, annual budgets and five year projections of the Borrower. 
  

	 	8.3.8	Reserve Reports. 

 (a) Independent Engineer. As soon as available and in any
event within 90 days after December 31 of each year, a Reserve Report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by the Independent Engineer (each, a “December 31 Reserve
Report”), setting forth such Independent Engineers’ estimates of the Proved Reserves on the Borrowing Base Properties and the future gross revenue and future net income to be derived from such Proved Reserves as of the date of such
December 31 Reserve Report. Each December 31 Reserve Report shall estimate the Proved Reserves and income data for the Proved Developed Producing Reserves, the 

  
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Proved Developed Non-Producing Reserves and the Proved Undeveloped Reserves, and shall, in each case, report only the Proved Reserves and income data attributable to each Loan Party’s
working interest percentage in or each Loan Party’s pro rata share of, as the case may be, any Proved Reserves located on the Borrowing Base Properties, less each Loan Party’s obligations or pro rata share of such
obligations, as the case may be, for advance payments for each such property. All calculations in each December 31 Reserve Report shall be made on a property-by-property and an interest-by-interest basis in order to reflect the varying
royalties, costs and expenses, working interests and advance payments applicable to the various Borrowing Base Properties covered by the December 31 Reserve Report. Except as otherwise specifically required herein, each December 31 Reserve
Report shall be prepared and presented in accordance with the requirements of the SEC from time to time in effect. 
 (b) Internal
Engineer. As soon as available and in any event within 90 days after June 30 of each year, an engineering report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by a petroleum engineer
who is an employee or agent of the Borrower or one of its Subsidiaries (each, a “June 30 Reserve Report”), setting forth such engineer’s estimates of the Proved Reserves on the Borrowing Base Properties and the future
gross revenue and future net income to be derived from such Proved Reserves as of the date of such June 30 Reserve Report. Each June 30 Reserve Report shall estimate the Proved Reserves and income data for the Proved Developed Producing
Reserves, the Proved Developed Non-Producing Reserves and the Proved Undeveloped Reserves, and shall, in each case, report only the Proved Reserves and income data attributable to each Loan Party’s working interest percentage in or each Loan
Party’s pro rata share of, as the case may be, any Proved Reserves located on the Borrowing Base Properties, less each Loan Party’s obligations or pro rata share of such obligations, as the case may be, for advance payments
for each such property. All calculations in each June 30 Reserve Report shall be made on a property-by-property and an interest-by-interest basis in order to reflect the varying royalties, costs and expenses, working interests and advance
payments applicable to the various Borrowing Base Properties covered by such June 30 Reserve Report. Except as otherwise specifically required herein, such June 30 Reserve Report shall be prepared and presented in accordance with the
requirements of the SEC from time to time in effect. 
 (c) Borrower’s Certificate as to Proved Reserves and Proved Gas
Collateral. With the delivery of each Reserve Report, a certificate of a Responsible Officer certifying that a Loan Party owns good and defensible title (i) to the Proved Reserves evaluated by such Reserve Report free and clear of all Liens
except Permitted Liens and subject to the proviso in Section 6.8(a) [Title to Properties], and (ii) to the Proved Gas Collateral evaluated by such Reserve Report free and clear of all Liens except Permitted Liens and subject to the proviso
in Section 6.8(a) [Title to Properties] and attaching thereto a schedule of the Proved Reserves (and identifying all wells thereon) evaluated by such Reserve Report that are part of the Proved Gas Collateral, and demonstrating the percentage of
the Borrowing Base Properties that the value of such Proved Gas Collateral represents, identifying the title reports and information then or previously delivered to the Administrative Agent with respect to the Proved Gas Collateral and verifying
that title reports and information have been then or previously provided for 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties. 

  
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 9. DEFAULT 
  

	 	9.1	Events of Default. 

 An Event of Default shall mean the occurrence or existence of any
one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law): 
  

	 	9.1.1	Payments Under Loan Documents. 

 (a) The Borrower shall fail to make (i) any
payment of principal on any Loan when due or (ii) payment on any Letter of Credit Borrowing within one (1) Business Day after such amount becomes due; 

(b) The Borrower shall fail to pay any interest on any Loan or any Letter of Credit Borrowing within three (3) Business Days after such
interest becomes due in accordance with the terms hereof; or 
 (c) The Borrower shall fail to pay any other amount owing hereunder
(specifically excluding principal, Letter of Credit Borrowings and interest, which are addressed in subparagraphs (a) and (b) above) or under the other Loan Documents within three (3) Business Days after the time period specified
herein or therein and, if no time period is specified, then within ten (10) Business Days after a demand or notice has been provided to the Borrower requesting payment of such amount; 

 

	 	9.1.2	Breach of Warranty. 

 Any representation or warranty made at any time by any of the Loan
Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or incorrect in any material respect
as of the time it was made or furnished; 
  

	 	9.1.3	Breach of Certain Covenants. 

 Any of the Loan Parties shall default in the observance
or performance of any covenant contained in Section 8.1.1 [Preservation of Existence, Etc.] (with respect to the legal existence of the Borrower only), Section 8.1.6 [Visitation Rights], Section 8.1.11 [Use of Proceeds],
Section 8.1.13 [Anti-Terrorism Laws; International Trade Law Compliance], Section 8.2 [Negative Covenants] or Section 8.3.5 [Notice of Default]; 
  

	 	9.1.4	Breach of Other Covenants. 

 Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of 30 days after any Responsible Officer of any Loan Party becomes aware of the occurrence
thereof; 
  

	 	9.1.5	Defaults in Other Agreements or Indebtedness. 

 A breach, default or event of default
shall occur at any time under the terms of (i) any of the Existing Notes Indentures or (ii) any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which the Borrower or any Restricted
Subsidiary for all such Indebtedness may be obligated as a borrower or guarantor in excess of the Threshold Amount in the aggregate for such Indebtedness, and in the case of clauses (i) and (ii), such breach, default or event of default
consists of the failure to pay (beyond any period of grace permitted with respect thereto) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any
Indebtedness or the termination of any commitment to lend in excess of the Threshold Amount; 

  
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	 	9.1.6	Final Judgments or Orders. 

 Any final judgments, awards or orders not covered by
insurance for the payment of money in excess of the Threshold Amount in the aggregate shall be entered against the Borrower or any Restricted Subsidiary by a court having jurisdiction in the premises, which judgment is not discharged, vacated,
bonded or stayed pending appeal within a period of sixty (60) days from the date of entry; 
  

	 	9.1.7	Loan Document Unenforceable. 

 (a) Any of the Loan Documents to which any Loan Party is
a party (i) shall cease to be a legal, valid and binding agreement enforceable against such Person executing the same or such Person’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms
thereof or shall cease to be in full force and effect (in either case except by operation of its terms), or (ii) shall be contested or challenged by any Loan Party or any agent thereof or (iii) cease to give or provide the respective
Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby on assets with an aggregate value (for all assets as to which an event described in this clause (iii) or the clause
(b) below has occurred and is continuing) in excess of the Threshold Amount (except by operation of its terms) or (b) any security interest and Lien purported to be created by any Security Document on assets with an aggregate value (for
all assets as to which an event described in this clause (b) or the clause (a)(iii) above has occurred and is continuing) in excess of the Threshold Amount shall cease to be in full force and effect, or shall cease to give the Collateral Agent,
for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (except as otherwise expressly provided in such Security Document); or 

 

	 	9.1.8	Inability to Pay Debts. 

 (i) The Borrower or any Restricted Subsidiary becomes unable
or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any substantial part of the property of any
such Person with an aggregate value (for all property described in this clause (ii)) in excess of the Threshold Amount and is not released, vacated, stayed, dismissed or fully bonded within 60 days after its issue or levy; 

 

	 	9.1.9	ERISA. 

 The occurrence of any of the following events that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Change: (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; 
  

	 	9.1.10	Change of Control. 

 A Change of Control shall occur; 

 

	 	9.1.11	[Reserved]. 

  

	 	9.1.12	Involuntary Proceedings. 

 A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable 

  
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bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive
days or such court shall enter a decree or order granting any of the relief sought in such proceeding; or 
  

	 	9.1.13	Voluntary Proceedings. 

 Any Loan Party shall commence a voluntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official) of itself or for any substantial part of its property or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing. 
  

	 	9.2	Consequences of Event of Default. 

  

	 	9.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. 

 If
an Event of Default specified under Sections 9.1.1 [Payments Under Loan Documents] through 9.1.10 [Change of Control] shall occur and be continuing, no further obligation shall exist on the part of the Lenders to make Loans or any Issuing
Lender to issue Letters of Credit, as the case may be, and the Administrative Agent may, and upon the request of the Required Lenders, shall, (i) by written notice to the Borrower, declare the unpaid principal amount of the Loans then
outstanding and all interest accrued thereon, any unpaid fees and all other Obligations (other than Obligations under Specified Swap Agreements and Other Lender Provided Financial Service Products) to be forthwith due and payable, and the same shall
thereupon become and be immediately due and payable to the Administrative Agent for the benefit of the Persons entitled thereto without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and
(ii) require the Borrower to, and the Borrower shall thereupon, Cash Collateralize all Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit (to the extent not otherwise Cash Collateralized by the Borrower
pursuant to this Agreement). Moneys in such account shall be applied by the Administrative Agent (x) first, to reimburse each of the Issuing Lenders for LC Disbursements for which it has not been reimbursed and (y) second, after the Letter
of Credit Obligations have been paid in full and otherwise terminated or expired, to satisfy other outstanding Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Administrative Agent shall
return the cash collateral to the Borrower; and 
  

	 	9.2.2	Bankruptcy, Insolvency or Reorganization Proceedings. 

 If an Event of Default specified
under Section 9.1.12 [Involuntary Proceedings] or Section 9.1.13 [Voluntary Proceedings] shall occur, no further obligation shall exist on the Lenders or any Issuing Lender to issue any Letters of Credit hereunder, and the unpaid principal
amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Obligations (other than Obligations under Specified Swap Agreements and Other Lender Provided Financial Service Products) shall be immediately due
and payable, and the Borrower shall immediately Cash Collateralize all Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit (to the extent not otherwise Cash Collateralized by the Borrower pursuant to this
Agreement), in each case, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and 

  
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	 	9.2.3	Set-off. 

 If an Event of Default shall occur and be continuing, any Secured Party to
whom any Obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of any Lender which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments by Lenders] and any branch,
Subsidiary or Affiliate of Secured Party anywhere in the world shall have the right (to the extent permitted by applicable Law), in addition to all other rights and remedies available to it, without notice to such Loan Party, to set-off against and
apply to the then unpaid balance of all the Loans and all other Obligations of the Borrower and the other Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the
Borrower or such other Loan Party by such Secured Party or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited,
or otherwise) now or hereafter maintained by the Borrower or such other Loan Party for its own account (but not including funds held in custodian or trust accounts or funds not otherwise beneficially owned by the Borrower or such other Loan Party)
with such Secured Party or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Secured Party shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or
funds held for the account of the Borrower or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Secured Party; and

  

	 	9.2.4	[Reserved]. 

  

	 	9.2.5	Application of Proceeds. 

 From and after the date on which the Administrative Agent has
taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition
of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral Agent or the Administrative Agent, shall be applied, as follows: 

(a) First, to payment of that portion of the Obligations constituting fees, indemnities, out-of-pocket expenses and
other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Syndication Agent and the Collateral Agent) payable to the Administrative Agent, the Syndication Agent or the Collateral Agent in their
respective capacities as such; 
 (b) Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lenders) arising
under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them; 

(c) Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and
interest on the Loans, Letter of Credit Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (c) payable to them;

 (d) Fourth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion
of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; 

  
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 (e) Fifth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Lenders, the Issuing Lenders and the providers of Specified
Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause (e) held by them; and 

(f) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law. 
 Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan
Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the
Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate
recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and
(b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together
with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap
Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the
Administrative Agent pursuant to the terms of Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto. 
  

	 	9.2.6	Collateral Agent 

 All Liens granted as security for the Obligations under the Security
Documents and any other Loan Document shall secure the Obligations ratably and on a pari passu basis in favor of the Collateral Agent for the benefit of the Secured Parties. No provider of a Specified Swap Agreement or Other Lender Provided
Financial Services Product (except in its capacity as a Lender hereunder (to the extent that this Agreement or any other Loan Document empowers the Lenders to direct the Administrative Agent)) shall be entitled or have the power to direct or
instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral. 
  

	 	9.2.7	Other Rights and Remedies. 

 In addition to all of the rights and remedies contained in
this Agreement or in any of the other Loan Documents (including each Mortgage), the Administrative Agent and the Collateral Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law,
all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Administrative Agent and the Collateral Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights
granted to the Administrative Agent and the Lenders under the Loan Documents or applicable Law. 

  
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	 	9.3	Notice of Sale. 

 Any notice required to be given by the Collateral Agent of a sale,
lease, or other disposition of the Collateral or any other intended action by the Collateral Agent, if given to the Borrower at least ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof
to the Borrower. 
 10. THE ADMINISTRATIVE AGENT 
  

	 	10.1	Appointment and Authority. 

 Each Lender (including in its capacity as a counterparty to
a Specified Swap Agreement or Other Lender Provided Financial Service Product or an Affiliate of such counterparty on behalf of such Affiliate) and Issuing Lender hereby irrevocably designates, appoints and authorizes: (i) PNC to act as
Administrative Agent and Collateral Agent for such Lender under the Loan Documents and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents and (ii) Bank of America, N.A. to act as Syndication Agent for
each Lender under this Agreement. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of the
Administrative Agent, the Syndication Agent or any of them by the terms hereof, together with such powers as are reasonably incidental thereto. PNC agrees to act as the Administrative Agent on behalf of the Lenders to the extent provided in the Loan
Documents, and Bank of America, N.A. agrees to act as Syndication Agent on behalf of the Lenders to the extent provided in this Agreement. The provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Syndication
Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions, except as set forth in Section 10.10 [Authorization to Release Collateral and
Guarantors; Certain Amendments]. 
  

	 	10.2	Rights as a Lender. 

 The Person serving as the Administrative Agent and Syndication
Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Syndication Agent, as applicable, and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or Syndication Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent or Syndication Agent hereunder and without any duty to account therefor to the Lenders. 
  

	 	10.3	Exculpatory Provisions. 

 The Administrative Agent and Syndication Agent shall not have
any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent and the Syndication Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of
Default has occurred and is continuing; 

  
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 (b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Syndication Agent is required to exercise as directed in writing by the Required Lenders (or
such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent or Syndication Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose such Administrative Agent or Syndication Agent to liability or that is contrary to any Loan Document or applicable Law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or Syndication Agent any of their Affiliates in any
capacity. 
 The Administrative Agent and Syndication Agent shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent or Syndication Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 11.1 [Modifications, Amendments or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent and Syndication Agent shall
be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent and/or Syndication Agent, as applicable, by the Borrower,
a Lender or the Issuing Lender. 
 The Administrative Agent and Syndication Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of
Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  

	 	10.4	Reliance by Agents. 

 The Administrative Agent and Syndication Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and Syndication Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent and Syndication Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent and/or Syndication
Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent and Syndication Agent may consult with legal counsel (who may
be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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	 	10.5	Delegation of Duties. 

 The Administrative Agent and Syndication Agent may perform any
and all of their duties and exercise their rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent,
Syndication Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this
Section 10 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and Syndication Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and Syndication Agent. 

 

	 	10.6	Resignation of Agents. 

 The Administrative Agent and/or Syndication Agent may at any
time give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has
occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent and/or Syndication Agent gives notice of its resignation, then the retiring Administrative Agent and/or Syndication Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor
Administrative Agent and/or Syndication Agent meeting the qualifications set forth above; provided that if the Administrative Agent and/or Syndication Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent and/or Syndication Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each
Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent
and/or Syndication Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and/or Syndication Agent, and the retiring Administrative
Agent and/or Syndication Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.6). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s and/or Syndication Agent resignation hereunder
and under the other Loan Documents, the provisions of this Section 10.6 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent and/or Syndication Agent, their sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent and/or Syndication Agent was acting as Administrative
Agent and/or Syndication Agent, as applicable. 
 If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also
resign as an Issuing Lender. If PNC resigns as an Issuing Lender, it shall retain all the rights, powers, privileges 

  
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and duties of an Issuing Lender with respect to all Letters of Credit issued by it that remain outstanding as of the effective date of its resignation as Issuing Lender and all Letter of Credit
Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Letter of Credit Borrowings pursuant to Section 2.10.3 [Participations, Disbursements, Reimbursement]. Upon the
appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as a retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of
its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such
succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. 

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the Removal Effective Date. 
  

	 	10.7	Non-Reliance on Administrative Agent and Other Lenders. 

 Each Lender and the Issuing
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or Syndication Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. 
  

	 	10.8	No Other Duties, Etc. 

 Anything herein to the contrary notwithstanding, none of the
“Joint Lead Arrangers,” “Joint Bookrunners,” “Co-Documentation Agents” or Lenders listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, Syndication Agent, Collateral Agent, a Lender or the Issuing Lender hereunder. 
  

	 	10.9	Administrative Agent’s Fee. 

 The Borrower shall pay to the Administrative Agent a
nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time to time. 

 

	 	10.10	Authorization to Release Collateral and Guarantors; Certain Amendments. 

 (a) It is
expressly agreed by each Lender and each Issuing Lender, that upon the written request of the Borrower (accompanied by such certificates and other documentation as the Administrative Agent may reasonably request) the Administrative Agent on behalf
of the Lenders and without 

  
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any consent or action by any Lender, shall (x) so long as no Event of Default exists after giving effect thereto, release, subordinate, enter into non-disturbance agreements or consent to
the release by the Collateral Agent of, or grant of an option with respect to, (i) any Collateral or any Guarantor from a Guaranty Agreement or any other Loan Document, in either case, in connection with any sale, transfer, lease, disposition,
merger or other transaction permitted or not prohibited by this Agreement (including a release of Accounts or related contracts giving rise to Accounts from time to time in connection with a Qualified Receivables Transaction, releases in connection
with a Separation Transaction and releases in connection with a Permitted Coal Disposition), such release to include releases from the Guaranty Agreement or any other Loan Document of any Loan Party that becomes an Excluded Subsidiary or ceases to
be a Subsidiary pursuant to any sale, transfer, lease, disposition, merger or other transaction permitted by this Agreement and a release of all the assets of such Loan Party that becomes an Excluded Subsidiary or ceases to be a Subsidiary (other
than, with respect to CNX Gas, a pledge of its Capital Stock or equity interests directly owned by any Loan Party), (ii) any assets no longer required to be Collateral pursuant to the terms hereof or of any other Loan Document or (iii) any
assets in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted to be granted hereunder and (y) execute documents to evidence the release of the
Subsidiaries of CEI (other than Subsidiaries of the Gas Holding Company) from their Obligations under the Guaranty Agreement pursuant to clause (B) of the proviso of Section 11.1.1(c) [Required Consents]. For the avoidance of doubt, assets
secured by mortgages and fixture filings delivered pursuant to the Existing CNX Gas Credit Agreement or the Existing CONSOL Credit Agreement prior to the Closing Date (other than building and structures as defined in the Flood Laws that are
immaterial as reasonably determined in writing by the Administrative Agent) shall not be released from Mortgages or fixture filings by reason of the exclusions from the Collateral requirements described in this Agreement or any other Loan Document,
but shall be released upon any Disposition thereof permitted hereunder. 
 (b) Notwithstanding Section 11.1 [Modifications, Amendments
or Waivers] or any other provision in any Loan Document to the contrary, the Administrative Agent may, on behalf of the Lenders and without any consent or action by any Lender, amend, modify, supplement, restate, terminate or release in whole or in
part any of the Loan Documents from time to time or consent to such action by the Collateral Agent to (i) cure any defect or error, (ii) comply with any provision hereunder or under any other Loan Document, (iii) add Guarantors of the
Obligations; (iv) add property or other assets as Collateral, (v) add covenants of the Borrower or the other Loan Parties for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any of the
other Loan Parties, (vi) approve of any correction or update to any Schedule hereto or to any other Loan Document to the extent such Schedule is being corrected in any manner that is not material or is being updated to reflect the consummation
of any transaction or exercise of any rights of the Loan Parties permitted hereunder for which no consent is required or for which the required consent has been received, (vii) release from perfection any Lien created by any Loan Document that
is no longer required by the terms hereof or such Loan Document to be perfected, or (viii) share Collateral on a pro rata basis with any counterparty to a Specified Swap Agreement described in clause (iii) of the definition of
“Specified Swap Agreement”. 
  

	 	10.11	No Reliance on Administrative Agent’s Customer Identification Program. 

 Each
Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer
identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions
hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or
such other Laws. 

  
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	 	10.12	Withholding Tax. 

 To the extent required by any applicable Law (as determined in good
faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 5.8
[Taxes], each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and
expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Official Body as a result of the failure of the Administrative Agent to
properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a
change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under
this Section 10.12 [Withholding Tax]. The agreements in this Section 10.12 [Withholding Tax] shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 10.12 [Withholding Tax], include any Issuing
Lender. 
 11. MISCELLANEOUS 
  

	 	11.1	Modifications, Amendments or Waivers. 

  

	 	11.1.1	Required Consents. 

 With the written consent of the Required Lenders, the
Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the
rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder; provided that no consent of any Lender is required for releases, corrections, amendments, updates or other
transactions or actions authorized by Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments]. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and
the Loan Parties; provided that no such agreement, waiver or consent may be made which will: 
 (a) increase
(i) the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such Lender or (ii) increase the amount of the Revolving Credit Commitments under this Agreement to an amount greater than the Maximum
Facility Amount as in effect on the Closing Date without the consent of all Lenders; 
 (b) whether or not any Loans are
outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan, the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce
the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender 

  
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directly affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans or the application of any rate increase described in
Section 4.3 shall not constitute a postponement of any date scheduled for the payment of principal or interest); 
 (c)
except as otherwise provided in this Agreement, without the written consent of all the Lenders (other than Defaulting Lenders), release all or substantially all of the Guarantors (as measured by fair market value of their assets) from their
Obligations under the Guaranty Agreement; provided that (i) the foregoing consents shall not be required in connection with any sale, transfer, lease, disposition, merger or other transaction otherwise permitted by this Agreement, which
such consents are given if required solely by the Administrative Agent pursuant to Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments] and (ii) upon the consummation of the Separation Transaction, all
Subsidiaries of CEI other than Subsidiaries of the Gas Holdings Company will be released from their Obligations under the Guaranty Agreement concurrently with their release of their guarantees of the Existing Notes and all other Publicly Traded Debt
Securities; 
 (d) except as otherwise provided in this Agreement, without the written consent of all the Lenders (other than
Defaulting Lenders), release all or substantially all of the Collateral; provided that (x) the foregoing consents shall not be required in connection with any sale, transfer, lease, disposition, merger or other transaction otherwise
permitted by this Agreement, which such consents are given if required solely by the Administrative Agent pursuant to Section 10.10 [Authorization to Release Collateral and Guarantors; Certain Amendments], (y) upon consummation of the
Separation Transaction, the pledges of Capital Stock and other Collateral not owned by the Loan Parties after giving effect to the release of the Guarantors pursuant to clause (c) above in connection with the Separation Transaction will be
released and (z) in the event that the Borrower provides any applicable Issuing Lender with Cash Collateral to secure any Letters of Credit with an expiry date beyond the Expiration Date pursuant to Section 2.10.10 [Cash Collateral Prior
to the Expiration Date] such Issuing Lender is permitted to release such Cash Collateral without the consent of any Lender once such Letter of Credit has terminated, expired or has otherwise been returned to such Issuing Lender undrawn; or 

(e) increase the Borrowing Base, without the consent of the Required Increasing Borrowing Base Lenders; 

(f) reaffirm or decrease the Borrowing Base, without the consent of the Required Borrowing Base Lenders; 

(g) amend Section 5.2 [Pro Rata Treatment of Lenders] or Section 5.3 [Sharing of Payments by Lenders] or alter any
provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, Required Borrowing Base Lenders or Required
Increasing Borrowing Base Lenders, in each case without the consent of all of the Lenders; or 
 (h) amend this
Section 11.1 [Modifications, Amendments or Waivers] in a manner that would reduce the voting rights of any Lender without consent of such affected Lender. 
  

	 	11.1.2	Amendments Affecting the Administrative Agent, Etc. 

 No agreement, waiver or consent
which would modify the interests, rights or obligations of the Administrative Agent, the Syndication Agent, the Swingline Lender or any Issuing Lender may be made without the written consent of the Administrative Agent, the Syndication Agent, the
Swingline Lender or such Issuing Lender, as applicable. 

  
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	 	11.1.3	Non-Consenting Lenders. 

 If in connection with any proposed waiver, amendment or
modification referred to in any of the clauses (a) through (f) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a
“Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender]. 

 

	 	11.1.4	Defaulting Lenders. 

 Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of
the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (ii) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 

 

	 	11.2	No Implied Waivers; Cumulative Remedies. 

 No course of dealing and no delay or failure
of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative
and not exclusive of any rights or remedies which they would otherwise have. 
  

	 	11.3	Expenses; Indemnity; Damage Waiver. 

  

	 	11.3.1	Costs and Expenses. 

 The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Collateral Agent and their respective Affiliates (including the
reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and the Syndication Agent), and shall pay all reasonable fees in connection with the syndication of the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Syndication Agent, the Collateral Agent, any Lender or any Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Syndication Agent, the Collateral Agent, any Lender or any Issuing
Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.3 [Expenses; Indemnity; Damage Waiver], or (B) in
connection with the Loans made or 

  
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Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s and the Syndication Agent’s regular employees and agents engaged
periodically to perform audits of the Loan Parties’ books, records and business properties. 
  

	 	11.3.2	Indemnification by the Borrower. 

 The Borrower shall indemnify the Lead Arrangers, the
Administrative Agent (and any sub-agent thereof), the Syndication Agent, each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable out-of-pocket related expenses (including the fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance or nonperformance by the Loan Parties of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) breach of representations, warranties or covenants of any Loan Party under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that the Borrower shall not be liable for any portion of any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements with respect to an Indemnitee (A) if the same is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful
misconduct, (B) if the Borrower was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that the Borrower shall remain liable to the extent such failure to give notice does not
result in a loss to the Borrower), (C) if the same results from a compromise or settlement agreement entered into without notice to or the consent of the Borrower, which consent shall not be unreasonably withheld or (D) results from a
dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, Syndication Agent or arranger or any similar role under this Agreement and other than any claims
arising out of any act or omission of the Borrower or any of its Affiliates). The Indemnitees will attempt to minimize the fees and expenses of legal counsel for the Indemnitees which are subject to reimbursement by the Borrower hereunder by
considering the usage of one law firm to represent the Indemnitees if appropriate under the circumstances. This Section 11.3.2 [Indemnification by Borrower] shall not apply with respect to Taxes other than any Taxes that represent losses,
claims, damages, etc. arising from any non-Tax claim. 
  

	 	11.3.3	Reimbursement by Lenders. 

 To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under Section 2.10.8 [Indemnity], Section 11.3.1 [Costs and Expenses] or Section 11.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof),
the Syndication Agent, the Issuing Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, the Issuing Lenders or such Related Party, as
the case may be, such Lender’s Ratable Share (determined as of the 

  
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time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent or an Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent), the Syndication Agent or such Issuing Lender in connection with such capacity. 
  

	 	11.3.4	Waiver of Consequential Damages, Etc. 

 No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby, except to the extent such damages are found to be a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of such Indemnitee, nor shall any Indemnitee, Loan Party or any
Subsidiary have any liability for any special, punitive, indirect or consequential damages (as opposed to direct or actual damages) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date); it being agreed that this sentence shall not limit the indemnification obligations of the Loan Parties pursuant to Section 11.3.2 [Indemnification by the Borrower]. 

 

	 	11.3.5	Payments. 

 All amounts due under this Section 11.3 [Expenses; Indemnity; Damage
Waiver] shall be payable not later than ten (10) days after demand therefor. 
  

	 	11.4	Holidays. 

 Whenever payment of a Loan to be made or taken hereunder shall be due on a
day which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of time shall be included in computing interest and fees, except that the Loans shall
be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a
Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action. 

 

	 	11.5	Notices; Effectiveness; Electronic Communication. 

  

	 	11.5.1	Notices Generally. 

 Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on
Schedule 11.5.1. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section. 

  
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	 	11.5.2	Electronic Communications. 

 Notices and other communications to the Syndication Agent,
the Lenders and the Issuing Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices to the Syndication Agent, any Lender or any Issuing Lender if such Syndication Agent, Lender or Issuing Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication and the Administrative Agent shall have notified the Borrower of the same. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

 

	 	11.5.3	Change of Address, Etc. 

 Any party hereto may change its address, e-mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto. 
  

	 	11.6	Severability. 

 The provisions of this Agreement are intended to be severable. If any
provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 
  

	 	11.7	Duration; Survival. 

 All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment
of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 2.10.8 [Indemnity], Section 2.10.10 [Cash Collateral Prior to the Expiration Date], Section 5
[Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive payment in full of all principal and interest under the Notes, the termination of the Commitments and the expiration or termination or cash collateralization of all
Letters of Credit. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In Full. 

  
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	 	11.8	Successors and Assigns. 

  

	 	11.8.1	Successors and Assigns Generally. 

 The provisions of this Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by
Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.6 [Certain
Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8.4 [Participations], the Lead Arrangers, and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent, the Syndication Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  

	 	11.8.2	Assignments by Lenders. 

 Any Lender may at any time assign to one or more assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(a) Minimum Amounts. 

(i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(ii) in any case not described in clause (a)(i) of this Section 11.8.2, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed). 
 (b) Proportionate Amounts. Each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. 

  
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 (c) Required Consents. No consent shall be required for any assignment
except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed and shall not be required in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund) and: 

(i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an
Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and 

(ii) the consent of the applicable Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required
for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). 

(d) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative
Agent. 
 (e) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the
Borrower’s Affiliates or Subsidiaries. 
 (f) No Assignment to Natural Persons. No such assignment shall be made
to a natural person. 
 (g) No Assignment to Defaulting Lender. No such assignment shall be made to a Defaulting
Lender. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8.3 [Register], from and
after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.4
[LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], Section 5.7 [Increased Costs], and Section 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the
effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 11.8.4 [Participations]. 
 11.8.3 Register. 

The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of
the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof 

  
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from time to time. Such register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Syndication Agent, the Issuing Lenders and the Lenders shall treat
each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice. 
  

	 	11.8.4	Participations. 

 Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Issuing Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 
 Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to any of clauses (a), (b), (c), (d), (g) or (h) of Section 11.1.1
[Required Consents]. Subject to Section 11.8.5 [Limitations upon Participant Rights], the Borrower agrees that each Participant shall be entitled to the benefits of Section 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs;
Deposits Not Available], Section 5.7 [Increased Costs] and Section 5.8 [Taxes] (subject to the requirements and limitations of such Sections and Section 5.6.3 [Mitigation Obligation] and 5.6.2 [Replacement of a Lender], and it being
understood that the documentation required under Section 5.8.5 [Status of Lenders] shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 11.8.2 [Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Set-off] as though it were a Lender; provided such Participant agrees to be subject
to Section 5.3 [Sharing of Payments by Lenders] as though it were a Lender. 
 Each Lender that sells participations to a Participant,
acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register of all such Participants. The entries in the participant register shall be conclusive (absent manifest error), and the Borrower and the Lenders shall
treat each Person whose name is recorded in the participant register pursuant to the terms hereof as a Participant for all purposes of this Agreement, notwithstanding notice to the contrary; provided that no Lender shall have the obligation
to disclose all or a portion of the participant register (including the identity of the Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document) to any Person expect to the
extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes. For the avoidance of doubt, the Administrative Agent (in its
capacity as Administrative Agent) shall have no responsibility for maintaining a participant register. 
 11.8.5 Limitations upon
Participant Rights. 
 A Participant shall not be entitled to receive any greater payment under Section 5.7 [Increased Costs],
Section 5.8 [Taxes] or Section 11.3 [Expenses; Indemnity; Damage Waiver] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that the
Participant’s right to a greater payment results from a Change in Law after the Participant became a Participant. 

  
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	 	11.8.6	Certain Pledges; Successors and Assigns Generally. 

 Any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

 

	 	11.9	Confidentiality. 

 11.9.1 General. 

Each of the Administrative Agent, the Syndication Agent, the Lenders and the Issuing Lenders agrees to maintain the confidentiality of the
Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process,
(iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.9, to (a) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (b) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the consent of the Borrower or
(viii) to the extent such Information (a) becomes publicly available other than as a result of a breach of this Section 11.9 or (b) becomes available to the Administrative Agent, the Syndication Agent, any Lender, any Issuing
Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, the other Loan Parties or any other Person that has obtained such confidential information pursuant to this Section 11.9. Any Person
required to maintain the confidentiality of Information as provided in this Section 11.9 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information. 
 11.9.2 Sharing Information With Affiliates of the
Lenders. 
 Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered
or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to
share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General]. 

  
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	 	11.10	Counterparts; Integration; Effectiveness. 

 This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any
separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Section 7 [Conditions of Lending and Issuance of Letters of Credit], this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. 

 

	 	11.11	Governing Law, Etc. 

 11.11.1 Governing Law. 

This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles.
Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance
(“UCP”) or the rules of the International Standby Practices (ICC Publication Number 590), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent
therewith, the Laws of the State of New York without regard to its conflict of laws principles. 
 11.11.2 SUBMISSION TO
JURISDICTION. 
 THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, ANY LENDER OR ANY
ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

  
 -146- 








	 	11.11.3	WAIVER OF VENUE. 

 THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
ANY COURT REFERRED TO IN SECTION 11.11.2 [SUBMISSION OF JURISDICTION]. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE. 
  

	 	11.11.4	SERVICE OF PROCESS. 

 EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

 

	 	11.11.5	WAIVER OF JURY TRIAL. 

 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11.11.5. 
  

	 	11.12	Certain Collateral Matters. 

 The benefit of the Loan Documents and of the provisions of
this Agreement relating to any Collateral securing the Obligations shall also extend to and be available to those Lenders or their Affiliates which are counterparties or parties to any Specified Swap Agreement or any Other Lender Provided Financial
Service Product with any Loan Party on a pro rata basis in respect of any obligations of any Loan Party which arise under any such Specified Swap Agreement (after giving effect to all netting arrangements relating to such Specified Swap
Agreements) or any Other Lender Provided Financial Service Product, including any Specified Swap Agreement or any Other Lender Provided Financial Service Product between such Persons in existence prior to the date hereof. No Lender or any Affiliate
of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Specified Swap Agreement or any Other Lender Provided Financial Service Product. 

  
 -147- 








	 	11.13	USA Patriot Act Notice. 

 Each Lender that is subject to the USA Patriot Act and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which
information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act. 

 

	 	11.14	No Fiduciary Duty. 

 Each Loan Party agrees and acknowledges that: (i) each Secured
Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other party; (ii) no Secured Party has assumed or
will assume an advisory, agency or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the transactions contemplated hereby (irrespective of whether any Secured Party has advised or is
currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan Parties or their respective Affiliates and the Secured Parties have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Lenders have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to any of the
transactions contemplated hereby and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Loan Party acknowledges and agrees that it will consult with its own
advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party or its Affiliates shall have any responsibility or liability
to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to any
breach or alleged breach of agency or fiduciary duty. 
  

	 	11.15	Amendment and Restatement. 

 (a) Effective as of the Closing Date, (i) the Lenders
hereby authorize, as the Lenders under the Existing CONSOL Credit Agreement, the assumption by the Borrower of the Indebtedness of CNX Gas under the Existing CNX Gas Credit Agreement, (ii) pursuant to payoff letters executed by CNX Gas, the
commitments under the Existing CNX Gas Credit Agreement have been terminated, (iii) for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower hereby assumes the Indebtedness of CNX Gas under
the Existing CNX Gas Credit Agreement, (iv) the Borrower, the Administrative Agent, each Issuing Lender and each Lender confirm and agree that all Existing Letters of Credit originally issued under the Existing CNX Gas Credit Agreement will be
deemed issued and outstanding under this Agreement and will be governed as if issued under this Agreement and each Lenders shall participate to the extent of its Ratable Share in the Existing Letters of Credit in accordance with
Section 2.10.1(a) [Issuance of Letters of Credit], (v) the obligations to the extent arising from transactions under Specified Swap Agreements and Other Lender Provided Financial Service Product (each as defined in the Existing CNX Gas
Credit Agreement) existing on the Closing Date between a Lender or an Affiliate of a Lender under the Existing CNX Gas Credit Agreement and CNX Gas shall be Specified Swap Agreements and Other Lender Provided Financial Service Products hereunder;
provided that if the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product ceases to be the Administrative Agent, a Lender hereunder or an Affiliate of the Administrative Agent or a Lender hereunder,
Specified Swap Agreements and Other Lender Provided Financial Service Product shall only include such obligations to the extent arising from transactions entered into at the time such counterparty was the Administrative Agent or a Lender hereunder
or an Affiliate of the Administrative 

  
 -148- 







 
Agent or a Lender hereunder, and (vi) each Lender waives, as a Lender under the Existing CNX Gas Credit Agreement, as applicable, any requirements for notice of prepayment of outstanding
loans and notice of termination of commitments under the Existing CNX Gas Credit Agreement and any amount payable upon the termination prior to the last day of an existing Interest Period of existing Loan bearing interest at the LIBOR Rate Option
under the Existing CNX Gas Credit Agreement. 
 (b) Effective as of the Closing Date, the Existing CONSOL Credit Agreement shall be amended
and restated in its entirety by this Agreement and the Existing CONSOL Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the
Existing CONSOL Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this
Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing CONSOL Credit Agreement. On and after the Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this
Agreement) shall be deemed to refer to this Agreement and (ii) all references to any section (or subsection) of the Existing CONSOL Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references
to the corresponding provisions of this Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly
provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. 

[SIGNATURE PAGES FOLLOW] 

  
 -149- 







 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this Agreement as of the day and year first above written. 
  

					
	BORROWER:
	
	CONSOL ENERGY INC.
		
	By:	 	 /s/ Stephen W. Johnson

		 	Name:	 	Stephen W. Johnson
		 	Title:	 	Executive Vice President & Chief Legal and Corporate Affairs Officer
	
	 CONSOL FINANCIAL INC.

AMVEST COAL & RAIL, L.L.C.
 CNX MARINE TERMINALS
INC.
 CONSOL ENERGY SALES COMPANY
 VAUGHAN
RAILROAD COMPANY
 AMVEST COAL SALES, INC.
 CONSOL
ENERGY HOLDINGS LLC VI
 CONSOL OF KENTUCKY INC.

CONSOL PENNSYLVANIA COAL COMPANY LLC
 FOLA COAL COMPANY,
L.L.C.
 GLAMORGAN COAL COMPANY, L.L.C.
 TEAGLE
COMPANY, L.L.C.
 TECPART CORPORATION
 TERRY EAGLE
LIMITED PARTNERSHIP
 AMVEST GAS RESOURCES, INC.

AMVEST OIL & GAS, INC.
 LEATHERWOOD, INC.

MTB INC.
 TERRA FIRMA COMPANY

WOLFPEN KNOB DEVELOPMENT COMPANY
 AMVEST
CORPORATION
 AMVEST MINERAL SERVICES, INC.

AMVEST MINERALS COMPANY, L.L.C.
 AMVEST WEST VIRGINIA
COAL, L.L.C.
 BRAXTON-CLAY LAND & MINERAL, INC.

CONSOL OF CANADA INC.
 CONSOL OF CENTRAL PENNSYLVANIA
LLC
 CONSOL OF OHIO LLC
 CNX WATER ASSETS
LLC
 LITTLE EAGLE COAL COMPANY, L.L.C.

NICHOLAS-CLAY LAND & MINERAL, INC.
 PETERS CREEK
MINERAL SERVICES, INC.
 TERRY EAGLE COAL COMPANY, L.L.C.

HELVETIA COAL COMPANY
 ISLAND CREEK COAL COMPANY

LAUREL RUN MINING COMPANY




  
 [Signature Page to
Amended and Restated Credit Agreement] 







 
			
	 WINDSOR COAL COMPANY

CONRHEIN COAL COMPANY
 CNX LAND LLC

CNX RCPC LLC
 CONSOL AMONATE FACILITY LLC

CONSOL AMONATE MINING COMPANY LLC
 CONSOL BUCHANAN
MINING COMPANY LLC
 CONSOL MINING COMPANY LLC

CONSOL MINING HOLDING COMPANY LLC
 PAROS CORP.

R&PCC LLC
 CNX GAS CORPORATION

CNX GAS COMPANY LLC
 CARDINAL STATES GATHERING
COMPANY
 KNOX ENERGY, LLC
 COALFIELD PIPELINE
COMPANY
 MOB CORPORATION
 PANDA BAMBOO HOLDINGS,
INC.

		
	By:	 	 /s/ Stephen W. Johnson

		 	Name: Stephen W. Johnson
	Title:	 	Authorized Signatory for each of the Guarantors



  
 [Signature Page to
Amended and Restated Credit Agreement] 







 
					
	 PNC BANK, NATIONAL ASSOCIATION

as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender

		
	By:	 	 /s/ Richard C. Munsick

		 	Name:	 	Richard C. Munsick
		 	Title:	 	Senior Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	 BANK OF AMERICA, N.A.,
 as
Syndication Agent, Issuing Lender and as a Lender

		
	By:	 	 /s/ Adam H. Fey

		 	Name:	 	Adam H. Fey
		 	Title:	 	Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as Issuing Lender and as a Lender
		
	By:	 	 /s/ Nupur Kumar

		 	Name:	 	Nupur Kumar
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Samuel Miller

		 	Name:	 	Samuel Miller
		 	Title:	 	Authorized Signatory



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	JPMORGAN CHASE BANK, N.A.,
	as Issuing Lender and as a Lender
		
	By:	 	 /s/ Ryan Aman

		 	Name:	 	Ryan Aman
		 	Title:	 	Authorized Officer



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
as a Lender
		
	By:	 	 /s/ Andrew Oram

		 	Name:	 	Andrew Oram
		 	Title:	 	Managing Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	Wells Fargo Bank, NA,
	as a Lender
		
	By:	 	 /s/ Suzanne Ridenhour

		 	Name:	 	Suzanne Ridenhour
		 	Title:	 	Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	The Bank of Nova Scotia,
	as a Lender
		
	By:	 	 /s/ Thane Rattew

		 	Name:	 	Thane Rattew
		 	Title:	 	Managing Director
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	ING CAPITAL LLC,
	as a Lender
		
	By:	 	 /s/ Josh Strong

		 	Name:	 	Josh Strong
		 	Title:	 	Director
		
	By:	 	 /s/ Charles Hall

		 	Name:	 	Charles Hall
		 	Title:	 	Managing Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	Toronto Dominion (New York) LLC,
	as a Lender
		
	By:	 	 /s/ Masood Fikree

		 	Name:	 	Masood Fikree
		 	Title:	 	Authorized Signatory



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	Natixis, New York Branch, as a Lender
		
	By:	 	 /s/ Stuart Murray

		 	Name:	 	Stuart Murray
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Kenyatta B. Gibbs

		 	Name:	 	Kenyatta B. Gibbs
		 	Title:	 	Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	COMPASS BANK,
	as a Lender
		
	By:	 	 /s/ James Neblett

		 	Name:	 	James Neblett
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 








					
	Goldman Sachs Bank USA, as a Lender
		
	By:	 	 /s/ Mark Walton

		 	Name:	 	Mark Walton
		 	Title:	 	Authorized Signatory



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 








					
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Daria Mahoney

		 	Name:	 	Daria Mahoney
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Trudy Nelson

		 	Name:	 	Trudy Nelson
		 	Title:	 	Authorized Signatory



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 








					
	CREDIT AGRICOLE CORPORATE AND
	INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ Kaye Ea

		 	Name:	 	Kaye Ea
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Dan Fahey

		 	Name:	 	Dan Fahey
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	CAPITOL ONE, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Juan Trejo

		 	Name:	 	Juan Trejor
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Shannon Juhan

		 	Name:	 	Shannon Juhan
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	The Huntington National Bank, as a Lender
		
	By:	 	 /s/ Michelle Steineman

		 	Name:	 	Michelle Steineman
		 	Title:	 	Staff Officer



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	SANTANDER BANK N.A.,
	as a Lender
		
	By:	 	 /s/ Mariela Lazaro

		 	Name:	 	Mariela Lazaro
		 	Title:	 	Executive Director
	
	If a second signature is necessary:
		
	By:	 	 /s/ Miguel Alvarez

		 	Name:	 	Miguel Alvarez
		 	Title:	 	Executive Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as a Lender
		
	By:	 	 /s/ Kathy McGowan

		 	Name:	 	Kathy McGowan
		 	Title:	 	Authorized Signatory
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ James Giordano

		 	Name:	 	James Giordano
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	BANK OF MONTREAL,
	as a Lender
		
	By:	 	 /s/ Joseph A. Bliss

		 	Name:	 	Joseph A. Bliss
		 	Title:	 	Managing Director



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	FIRST NATIONAL BANK OF PENNSYLVANIA,
	as a Lender
		
	By:	 	 /s/ Robert E. Heuler

		 	Name:	 	Robert E. Heuler
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 








					
	 BOKF, NA dba BANK OF OKLAHOMA,


as a Lender

		
	By:	 	 /s/ Eric Griffin

		 	Name:	 	Eric Griffin
		 	Title:	 	Vice President



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 








					
	STIFEL BANK & TRUST, as a Lender
		
	By:	 	 /s/ Matthew L. Diehl

		 	Name:	 	Matthew L. Diehl
		 	Title:	 	Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	First Commonwealth Bank,
	as a Lender
		
	By:	 	 /s/ Brian J. Sohocki

		 	Name:	 	Brian J. Sohocki
		 	Title:	 	Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 
					
	TriState Capital Bank,
	as a Lender
		
	By:	 	 /s/ Paul J. Oris

		 	Name:	 	Paul J. Oris
		 	Title:	 	Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to CONSOL
Amended and Restated Credit Agreement] 







 SCHEDULE 1.1(A) 

PRICING GRID 
  

																			
	 Level
	  	 Utilization Percentage
	  	LIBOR Rate
Spread	 	 	Base Rate
Spread	 	 	Letter of
Credit Fee	 	 	Commitment
Fee	 
	I	  	less than or equal to 25%	  	 	1.50	% 	 	 	0.50	% 	 	 	1.50	% 	 	 	0.375	% 
	II	  	greater than 25%, but less than or equal to 50%	  	 	1.75	% 	 	 	0.75	% 	 	 	1.75	% 	 	 	0.375	% 
	III	  	greater than 50%, but less than or equal to 75%	  	 	2.00	% 	 	 	1.00	% 	 	 	2.00	% 	 	 	0.50	% 
	IV	  	greater than 75%, but less than or equal to 90%	  	 	2.25	% 	 	 	1.25	% 	 	 	2.25	% 	 	 	0.50	% 
	V	  	greater than 90%	  	 	2.50	% 	 	 	1.50	% 	 	 	2.50	% 	 	 	0.50	% 

 For purposes of determining the Applicable Margin, the Applicable Letter of Credit Fee Rate, and the
Applicable Commitment Fee Rate: 
 (a) From the Closing Date through the date on which the first Compliance Certificate is
required to be delivered hereunder after the Closing Date (the “Initial Period”), the Applicable Margin, Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be the respective amounts set forth under
Level I of this Schedule 1.1(A) set forth above. 
 (b) It is expressly agreed that after the Initial Period, the
Applicable Margin, the Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be determined based upon Schedule 1.1(A) above and change on each date on which a Compliance Certificate is required to be delivered
hereunder. 






 SCHEDULE 1.1(B) 

COMMITMENTS OF LENDERS 

 

									
	 Lender
	  	 Amount of Commitment for
Revolving Credit
Loans
	 	  	 Revolving Credit
Ratable Share
	 
	 PNC Bank, National Association
	  	$	140,000,000	  	  	 	7.00	% 
	 JPMorgan Chase Bank, N.A.
	  	$	135,000,000	  	  	 	6.75	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	135,000,000	  	  	 	6.75	% 
	 Bank of America, N.A.
	  	$	135,000,000	  	  	 	6.75	% 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	100,000,000	  	  	 	5.00	% 
	 Wells Fargo Bank, NA
	  	$	100,000,000	  	  	 	5.00	% 
	 The Bank of Nova Scotia
	  	$	100,000,000	  	  	 	5.00	% 
	 ING Capital LLC
	  	$	100,000,000	  	  	 	5.00	% 
	 Toronto Dominion (New York) LLC
	  	$	100,000,000	  	  	 	5.00	% 
	 Natixis, New York Branch
	  	$	100,000,000	  	  	 	5.00	% 
	 Compass Bank
	  	$	100,000,000	  	  	 	5.00	% 
	 Goldman Sachs Bank USA
	  	$	85,000,000	  	  	 	4.25	% 
	 Canadian Imperial Bank of Commerce, New York Branch
	  	$	70,000,000	  	  	 	3.50	% 
	 Credit Agricole Corporate and Investment Bank
	  	$	70,000,000	  	  	 	3.50	% 
	 Capital One, National Association
	  	$	70,000,000	  	  	 	3.50	% 
	 SunTrust Bank
	  	$	70,000,000	  	  	 	3.50	% 
	 The Huntington National Bank
	  	$	70,000,000	  	  	 	3.50	% 
	 Santander Bank, N.A.
	  	$	55,000,000	  	  	 	2.75	% 
	 General Electric Capital Corporation
	  	$	50,000,000	  	  	 	2.50	% 
	 Branch Banking and Trust Company
	  	$	50,000,000	  	  	 	2.50	% 
	 Bank of Montreal
	  	$	50,000,000	  	  	 	2.50	% 
	 First National Bank of Pennsylvania
	  	$	35,000,000	  	  	 	1.75	% 
	 BOKF, NA dba Bank of Oklahoma
	  	$	25,000,000	  	  	 	1.25	% 
	 Stifel Bank & Trust
	  	$	25,000,000	  	  	 	1.25	% 
	 First Commonwealth Bank
	  	$	15,000,000	  	  	 	0.75	% 
	 TriState Capital Bank
	  	$	15,000,000	  	  	 	0.75	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL:
	  	$	2,000,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 







 SCHEDULE 1.1(R) 

REAL PROPERTY 
  

			
	Location	  	Loan Party or Loan Parties
		
	 Coal Mortgages
	  	
	Alexander Reserve in Marshall County, WV	  	 CNX RCPC LLC
  

Consol Pennsylvania Coal Company LLC

	Amonate Mine and Associated Facilities in Tazewell County, VA and McDowell County, WV	  	 CONSOL Amonate Mining Company LLC
  

CONSOL Amonate Facility LLC
  

CNX RCPC LLC
  

Consol Pennsylvania Coal Company LLC

	Bailey Mine, Enlow Fork Mine, and Associated Facilities in Marshall County, WV, Greene County, PA, and Washington County, PA	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC
  

Conrhein Coal Company
  

Consol Pennsylvania Coal Company LLC

	Berkshire Reserve in Washington County, PA	  	 CONSOL Mining Company LLC
  

Conrhein Coal Company
  

Consol Pennsylvania Coal Company LLC

	Birch Reserve in Braxton County, WV, Clay County, WV, and Nicholas County, WV	  	Wolfpen Knob Development Company
		
	Blacksville #2 Mine and Associated Facilities in Greene County, PA, and Monongalia County, WV	  	CONSOL Mining Company LLC
		
	Blacksville #3 Reserve in Greene County, PA, and Monongalia County, WV	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

		
	Buchanan Mine and Associated Facilities in Buchanan County, VA	  	 CONSOL Buchanan Mining Company LLC
  

CNX RCPC LLC

	Clark County Reserve in Clark County, IL	  	CNX RCPC LLC
		
	Danville Reserve in Vermilion County, IL, and Edgar County, IL	  	 CNX RCPC LLC
  

Consol Pennsylvania Coal Company LLC
  

CNX Marine Terminals Inc.

	Eighty-Four Mine and Associated Facilities in Washington County, PA	  	 CONSOl Mining Company LLC
  

Island Creek Coal Company
  

Laurel Run Mining Company
  

CNX RCPC LLC









			
	Location	  	Loan Party or Loan Parties
	Emery Mine and Associated Facilities in Emery County, UT	  	CONSOL Mining Company LLC
		
	Fallowfield Reserve in Washington County, PA	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC
  

CNX Marine Terminals Inc.

	Greene Hill Reserve in Greene County, PA	  	Consol Pennsylvania Coal Company LLC
		
	Hamilton Reserve in Hamilton County, IL, Saline County, IL, and Franklin County, IL	  	CNX RCPC LLC
		
	Holden Reserve in Logan County, WV, and Mingo County, WV	  	 Island Creek Coal Company
 Laurel Run Mining
Company

		
	Hurricane Branch Reserve in Buchanan County, VA, Russell County, VA, and Tazewell County, VA	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

		
	Loveridge Mine and Associated Facilities in Marion County, WV, Monongalia, WV, and Wetzel County, WV	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

		
	Mahoning Valley Mine and Associated Facilities in Harrison County, OH, and Belmont County, OH	  	CONSOL Mining Company LLC
		
	Marshall County Reserve in Marshall County, WV	  	 CONSOL Mining Company LLC
  

Consol Pennsylvania Coal Company LLC
  

CNX Land LLC

	McElroy Mine and Associated Facilities in Marshall County, WV	  	CONSOL Mining Company LLC
		
	Mid-Allegheny Reserve in Marion, WV, Marshall, WV, and Wetzel Counties, WV	  	CONSOL Mining Company LLC
		
	Miller Creek Mine and Associated Facilities in Mingo County, WV	  	CONSOL of Kentucky Inc.
		
	Nailler Reserve in Marion County, WV	  	CONSOL Mining Company LLC
		
	Otter Creek Reserve in Powder River County, MT	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

	Robinson Run Mine and Associated Facilities in Marion County, WV, Harrison County, WV, and Wetzel County, WV	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC









			
	Location	  	Loan Party or Loan Parties
		
	St. Cloud Reserve in Monongalia County, WV, and Wetzel County, WV	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

	St. Leo Reserve in Marion County, WV, Monongalia County, WV, and Wetzel County, WV	  	CONSOL Mining Company LLC
		
	Shaner Reserve in Allegheny County, PA and Westmoreland County, PA	  	CNX RCPC LLC
		
	Shoemaker Mine and Associated Facilities in Marshall County, WV, Ohio County, WV, and Washington County, PA	  	CONSOL Mining Company LLC
		
	Tetrick Reserve in Doddridge County, WV, Harrison County, WV, and Marion County, WV	  	 CONSOL Mining Company LLC
  

CNX RCPC LLC

	VP3 Mine and Associated Facilities in Buchanan County, VA	  	Island Creek Coal Company
		
	VP8 Mine and Associated Facilities in Buchanan County, VA	  	Island Creek Coal Company
		
	Wetzel County Reserve in Wetzel County, WV	  	 CNX RCPC LLC
  

CNX Land LLC

	 Gas Mortgages
	  	
	Allegheny County, PA	  	CNX Gas Company LLC
		
	Armstrong County, PA (2 mortgages)	  	CNX Gas Company LLC
		
	Cambria County, PA	  	CNX Gas Company LLC
		
	Centre County, PA	  	CNX Gas Company LLC
		
	Clarion County, PA	  	CNX Gas Company LLC
		
	Clearfield County, PA	  	CNX Gas Company LLC
		
	Elk County, PA	  	CNX Gas Company LLC
		
	Fayette County, PA	  	CNX Gas Company LLC
		
	Greene County, PA (2 mortgages)	  	CNX Gas Company LLC
		
	Indiana County, PA (2 mortgages)	  	CNX Gas Company LLC
		
	Jefferson County, PA	  	CNX Gas Company LLC
		
	Mercer County, PA	  	CNX Gas Company LLC
		
	Somerset County, PA	  	CNX Gas Company LLC








			
	Location	  	Loan Party or Loan Parties
		
	Washington County, PA (2 mortgages)	  	CNX Gas Company LLC
		
	Westmoreland County, PA (2 mortgages)	  	CNX Gas Company LLC
		
	Buchanan County, VA	  	CNX Gas Company LLC
		
	Russell County, VA	  	CNX Gas Company LLC
		
	Tazewell County, VA (2 mortgages)	  	CNX Gas Company LLC
		
	Wise County, VA	  	CNX Gas Company LLC
		
	Barbour County, WV	  	CNX Gas Company LLC
		
	Boone County, WV	  	CNX Gas Company LLC
		
	Braxton County, WV	  	CNX Gas Company LLC
		
	Calhoun County, WV	  	CNX Gas Company LLC
		
	Doddridge County, WV	  	CNX Gas Company LLC
		
	Gilmer County, WV	  	CNX Gas Company LLC
		
	Harrison County, WV	  	CNX Gas Company LLC
		
	Jackson County, WV	  	CNX Gas Company LLC
		
	Kanawha County, WV	  	CNX Gas Company LLC
		
	Lewis County, WV	  	CNX Gas Company LLC
		
	Logan County, WV	  	CNX Gas Company LLC
		
	Marshall County, WV	  	CNX Gas Company LLC
		
	McDowell County, WV (2 mortgages)	  	CNX Gas Company LLC
		
	Mercer County, WV	  	CNX Gas Company LLC
		
	Mingo County, WV	  	CNX Gas Company LLC
		
	Monongalia County, WV (2 mortgages)	  	CNX Gas Company LLC
		
	Nicholas County, WV	  	CNX Gas Company LLC
		
	Preston County, WV	  	CNX Gas Company LLC
		
	Putnam County, WV	  	CNX Gas Company LLC
		
	Raleigh County, WV	  	CNX Gas Company LLC
		
	Ritchie County, WV	  	CNX Gas Company LLC








			
	Location	  	Loan Party or Loan Parties
		
	Roane County, WV	  	CNX Gas Company LLC
		
	Taylor County, WV	  	CNX Gas Company LLC
		
	Tucker County, WV	  	CNX Gas Company LLC
		
	Tyler County, WV	  	CNX Gas Company LLC
		
	Upshur County, WV	  	CNX Gas Company LLC
		
	Wetzel County, WV (2 mortgages)	  	CNX Gas Company LLC
		
	Wirt County, WV	  	CNX Gas Company LLC
		
	Wyoming County, WV	  	CNX Gas Company LLC







 SCHEDULE 1.1(S) 

SPECIFIED SWAP AGREEMENTS 

 

	1.	2014 Swap Agreements with Commonwealth Bank of Australia 

  

																																																			
	 Trans Date
	  	 Hedged Volumes
	  	Index	 	  	Mar	 	  	Apr	 	  	May	 	  	Jun	 	  	Jul	 	  	Aug	 	  	Sep	 	  	Oct	 	  	Nov	 	  	Dec	 	  	Annual	 
														
	 2/10/14
	  	Fixed Price Quantity #237	  	 	NYMEX	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	10,000	  	  	 	3,060,000	  
														
		  	Fixed Price #237	  				  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  	  	$	4.5000	  

  

	2.	2015 Swap Agreements with Commonwealth Bank of Australia 

  

																																																											
	 Trans Date
	  	 Hedged Volumes
	 	Index	 	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Annual	 
																
	 9/12/12
	  	Fixed Price Quantity #167	 	 	NYMEX	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	10,000	  	 	 	3,060,000	  
																
		  	Fixed Price #167	 				 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  	 	$	4.140	  







 Schedule 2.10.1 

Existing Letters of Credit 
  

											
	 Letter of Credit Number
	  	 Amount
	 	  	 Beneficiary
	  	 Issue Date
	  	 Expiry Date

	 00252833-00-000
	  	$	1,250,000.00	  	  	Illinois W/C Commission	  	10/15/2002	  	10/15/2014
	 00253513-00-000
	  	$	3,645,215.00	  	  	Old Republic Insurance	  	11/12/2002	  	11/12/2014
	 00254299-00-000
	  	$	1,350,000.00	  	  	U.S. DOL	  	12/17/2002	  	12/17/2014
	 00264452-00-000
	  	$	700,000.00	  	  	Pennsylvania DOT	  	3/3/2004	  	3/3/2015
	 18100206-00-000
	  	$	2,650,000.00	  	  	U.S. DOL LS&HW	  	6/23/2004	  	6/23/2015
	 18118848-00-000
	  	$	2,500,000.00	  	  	Virginia WC Commission	  	4/22/2005	  	4/22/2015
	 18101802-00-000
	  	$	21,347,499.91	  	  	Commonwealth of Pennsylvania	  	6/10/2005	  	6/10/2015
	 18102398-00-000
	  	$	1,728,000.00	  	  	Ward Transformer Site Trust Fund	  	11/23/2005	  	11/23/2014
	 18102531-00-000
	  	$	500,000.00	  	  	West Virginia W/C Commission	  	12/5/2005	  	12/5/2014
	 18102610-00-000
	  	$	600,000.00	  	  	ACE American Insurance Co.	  	12/27/2005	  	11/5/2014
	 18102924-00-000
	  	$	2,060,143.84	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18102925-00-000
	  	$	722,450.65	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18102926-00-000
	  	$	184,578.39	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18102929-00-000
	  	$	398,275.57	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18102933-00-000
	  	$	174,620.39	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18103241-00-000
	  	$	600,000.00	  	  	Commonwealth of Pennsylvania	  	5/12/2006	  	5/12/2015
	 18103246-00-000
	  	$	434,010.00	  	  	National Union Fire Insurance	  	5/22/2006	  	5/22/2015
	 18104077-00-000
	  	$	1,818,964.00	  	  	Commonwealth of Kentucky	  	8/31/2003	  	8/31/2014
	 18104078-00-000
	  	$	11,823,851.00	  	  	Commonwealth of Kentucky	  	6/23/2004	  	6/23/2015
	 18104688-00-000
	  	$	21,394,692.00	  	  	UMWA	  	10/15/2002	  	10/15/2014
	 18104689-00-000
	  	$	44,295,959.00	  	  	Insurance Commissioner of WV	  	4/24/2003	  	4/24/2015
	 18105572-00-000
	  	$	99,733.00	  	  	Royal Bank of Canada	  	7/6/2007	  	7/6/2015
	 18109012-00-000
	  	$	2,042,000.00	  	  	Ohio Bureau of Workers’ Comp	  	3/5/2008	  	3/5/2015
	 18112327-00-000
	  	$	733,700.00	  	  	Zurich American Insurance	  	11/20/2009	  	11/20/2014
	 18115048-00-000
	  	$	2,100,000.00	  	  	Ohio Bureau of Workers’ Comp	  	5/20/2011	  	5/20/2015
	 18116712-00-000
	  	$	12,147,226.10	  	  	Commonwealth of Pennsylvania	  	3/22/2006	  	3/22/2015
	 18118226-00-000
	  	$	120,000.00	  	  	Commonwealth of Pennsylvania	  	9/11/2012	  	9/11/2014
	 18118227-00-000
	  	$	160,000.00	  	  	Commonwealth of Pennsylvania	  	9/11/2012	  	9/11/2014
	 18118228-00-000
	  	$	160,000.00	  	  	Commonwealth of Pennsylvania	  	9/11/2012	  	9/11/2014
	 18120920-00-000
	  	$	979,881.73	  	  	Regions Equipment Finance	  	12/20/2013	  	12/20/2014








											
	 Letter of Credit Number
	  	 Amount
	 	  	 Beneficiary
	  	 Issue Date
	  	 Expiry Date

	 18120922-00-000
	  	$	690,844.05	  	  	CapitalSource Bank	  	12/20/2013	  	12/20/2014
	 18120923-00-000
	  	$	1,487,050.09	  	  	Macquarie Corp & Asset Funding	  	12/19/2013	  	12/19/2014
	 18120941-00-000
	  	$	785,386.73	  	  	Umpqua Bank	  	12/20/2013	  	12/20/2014
	 18120942-00-000
	  	$	289,037.68	  	  	EH National Bank	  	12/20/2013	  	12/20/2014
	 18120944-00-000
	  	$	2,159,668.12	  	  	PNC Equipment Finance	  	12/20/2013	  	12/20/2014
	 18120945-00-000
	  	$	465,306.67	  	  	FirstMerit Equipment Finance	  	12/20/2013	  	12/20/2014
	 18120946-00-000
	  	$	996,675.74	  	  	BMO Harris Equipment Finance	  	12/20/2013	  	12/20/2014
	 18120947-00-000
	  	$	1,002,131.50	  	  	CapitalSource Bank	  	12/20/2013	  	12/20/2014
	 18120948-00-000
	  	$	1,476,998.79	  	  	CIT Finance	  	12/20/2013	  	12/20/2014
	 18120949-00-000
	  	$	1,623,278.01	  	  	Caterpillar Financial Services	  	12/20/2013	  	12/20/2014
	 18120950-00-000
	  	$	480,323.05	  	  	Signature Financial	  	12/20/2013	  	12/20/2014
	 18120951-00-000
	  	$	832,381.71	  	  	PNC Equipment Finance	  	12/20/2013	  	12/20/2014
	 18102307-00-000
	  	$	29,522,000.00	  	  	East Tennessee Natural Gas	  	10/7/2005	  	8/22/2014
	 18113959-00-000
	  	$	20,000.00	  	  	Auth. Of the Borough of Charleroi	  	10/20/2010	  	10/20/2014
	 18114290-00-000
	  	$	27,940,000.00	  	  	Dominion Transmission Inc.	  	12/30/2010	  	12/30/2014
	 18114291-00-000
	  	$	27,330,000.00	  	  	Dominion Transmission Inc.	  	12/30/2010	  	12/30/2014
	 18120496-00-000
	  	$	5,851,000.00	  	  	Texas Eastern Transmission LP	  	10/9/2013	  	10/9/2015
	 18120817-00-000
	  	$	8,212,500.00	  	  	Texas Eastern Transmission LP	  	12/3/2013	  	12/3/2014
	 18120919-00-000
	  	$	3,528,000.00	  	  	ANR Pipeline Company	  	12/20/2013	  	12/20/2014
	 18121040-00-000
	  	$	7,060,000.00	  	  	Texas Eastern Transmission LP	  	1/16/2014	  	1/16/2015







 Schedule 6.1 

Qualifications to Do Business 
  

			
	Entity	  	Qualifications
		
	 CONSOL Energy Inc.
	  	Delaware, Colorado, Kentucky, Montana, Ohio, Pennsylvania, Virginia, and West Virginia
		
	 CONSOL Financial Inc.
	  	Delaware
		
	 AMVEST Coal & Rail, L.L.C.
	  	Virginia
		
	 CNX Marine Terminals Inc.
	  	Delaware, Illinois, Maryland, Ohio, and Pennsylvania
		
	 CONSOL Energy Sales Company
	  	Delaware, Maryland, Pennsylvania, Virginia, Georgia, and North Carolina
		
	 Vaughan Railroad Company
	  	West Virginia
		
	 AMVEST Coal Sales, Inc.
	  	Virginia and West Virginia
		
	 CONSOL Energy Holdings LLC VI
	  	Delaware
		
	 CONSOL of Kentucky Inc.
	  	Delaware, Kentucky, Virginia, and West Virginia
		
	 Consol Pennsylvania Coal Company LLC
	  	Delaware, Illinois, Pennsylvania, Virginia, and West Virginia
		
	 Fola Coal Company, L.L.C.
	  	West Virginia
		
	 Glamorgan Coal Company, L.L.C.
	  	Virginia
		
	 TEAGLE Company, L.L.C.
	  	Virginia
		
	 TECPART Corporation
	  	Delaware and West Virginia
		
	 Terry Eagle Limited Partnership
	  	West Virginia
		
	 AMVEST Gas Resources, Inc.
	  	Virginia and West Virginia
		
	 AMVEST Oil & Gas, Inc.
	  	Virginia
		
	 Leatherwood, Inc.
	  	Pennsylvania and West Virginia
		
	 MTB Inc.
	  	Delaware and Pennsylvania
		
	 Terra Firma Company
	  	West Virginia








			
		
	 Wolfpen Knob Development Company
	  	Ohio, Virginia, and West Virginia
		
	 AMVEST Corporation
	  	Virginia
		
	 AMVEST Mineral Services, Inc.
	  	Virginia, Tennessee, and Florida
		
	 AMVEST Minerals Company, L.L.C.
	  	Virginia
		
	 AMVEST West Virginia Coal, L.L.C.
	  	West Virginia
		
	 Braxton-Clay Land & Mineral, Inc.
	  	West Virginia
		
	 CONSOL of Canada Inc.
	  	Delaware and Alberta, Canada
		
	 CONSOL of Central Pennsylvania LLC
	  	Pennsylvania
		
	 CONSOL of Ohio LLC
	  	Ohio
		
	 CNX Water Assets LLC
	  	West Virginia, Pennsylvania, and Virginia
		
	 Little Eagle Coal Company, L.L.C.
	  	West Virginia
		
	 Nicholas-Clay Land & Mineral, Inc.
	  	Virginia and West Virginia
		
	 Peters Creek Mineral Services, Inc.
	  	Virginia and West Virginia
		
	 Terry Eagle Coal Company, L.L.C.
	  	West Virginia
		
	 Helvetia Coal Company
	  	Pennsylvania
		
	 Island Creek Coal Company
	  	Delaware, Kentucky, Pennsylvania, Virginia, and West Virginia
		
	 Laurel Run Mining Company
	  	Pennsylvania, Virginia, and West Virginia
		
	 Windsor Coal Company
	  	West Virginia
		
	 CNX Land LLC
	  	Delaware, Colorado, Illinois, Kentucky, Montana, Ohio, Pennsylvania, Texas, Utah, Virginia, West Virginia, and Wyoming
		
	 CNX RCPC LLC
	  	Delaware, Colorado, Illinois, Indiana, Kentucky, Montana, Ohio, Pennsylvania, Texas, Virginia, West Virginia, and Wyoming
		
	 CONSOL Amonate Facility LLC
	  	Delaware, Virginia, and West Virginia
		
	 CONSOL Amonate Mining Company LLC
	  	Delaware, Virginia, and West Virginia
		
	 CONSOL Buchanan Mining Company LLC
	  	Delaware, Virginia, and West Virginia








			
		
	 CONSOL Mining Company LLC
	  	Delaware, Colorado, Illinois, Indiana, Kentucky, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia, West Virginia, and Wyoming
		
	 CONSOL Mining Holding Company LLC
	  	Delaware
		
	 Paros Corp.
	  	Delaware
		
	 R&PCC LLC
	  	Pennsylvania, New York, Utah, and West Virginia
		
	 CNX Gas Corporation
	  	Delaware and Pennsylvania
		
	 CNX Gas Company LLC
	  	Virginia, Colorado, Illinois, Indiana, Kentucky, Montana, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Tennessee, West Virginia, and Wyoming
		
	 Knox Energy, LLC
	  	Tennessee and Virginia
		
	 Coalfield Pipeline Company
	  	Tennessee
		
	 MOB Corporation
	  	Pennsylvania
		
	 Panda Bamboo Holdings, Inc.
	  	Delaware
		
	 Conrhein Coal Company
	  	Pennsylvania (general partnership)
		
	 Cardinal States Gathering Company
	  	Virginia (general partnership)







 Schedule 6.3 

Subsidiaries 
  

											
	Name	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	CONSOL Financial Inc.	  	Delaware	  	 1,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	AMVEST Coal & Rail, L.L.C.	  	Virginia	  	100%	  	AMVEST Minerals Company, L.L.C.	  	Yes	  	Yes
	CNX Marine Terminals Inc.	  	Delaware	  	 1,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Sales Company	  	Yes	  	Yes
	CONSOL Energy Sales Company	  	Delaware	  	 2,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	Vaughan Railroad Company	  	West Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	AMVEST Coal & Rail, L.L.C.	  	Yes	  	Yes
	AMVEST Coal Sales, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	Glamorgan Coal Company, L.L.C.	  	Yes	  	Yes
	CONSOL Energy Holdings LLC VI	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	CONSOL of Kentucky Inc.	  	Delaware	  	 250,000 authorized
 500 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	Consol Pennsylvania Coal Company LLC	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	Fola Coal Company, L.L.C.	  	West Virginia	  	100%	  	AMVEST West Virginia Coal, L.L.C.	  	Yes	  	Yes








											
	Name	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	Glamorgan Coal Company, L.L.C.	  	Virginia	  	100%	  	AMVEST Minerals Company, L.L.C.	  	Yes	  	Yes
						
	TEAGLE Company, L.L.C.	  	Virginia	  	100%	  	AMVEST Coal & Rail, L.L.C.	  	Yes	  	Yes
						
	TECPART Corporation	  	Delaware	  	 1,000 authorized
 1,000 issued and
outstanding
	  	AMVEST Coal & Rail, L.L.C.	  	Yes	  	Yes
	Terry Eagle Limited Partnership	  	West Virginia	  	 47.5% general ownership
 2.5% limited
ownership
  
 47.5% general ownership

2.5% limited ownership
	  	 TEAGLE Company, L.L.C.
  

 
 TECPART Corporation
	  	Yes	  	Yes
	AMVEST Gas Resources, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	AMVEST Oil & Gas Inc.	  	Yes	  	Yes
	AMVEST Oil & Gas, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	Glamorgan Coal Company, L.L.C.	  	Yes	  	Yes
	Leatherwood, Inc.	  	Pennsylvania	  	 100 authorized
 100 issued and
outstanding
	  	R&PCC LLC	  	Yes	  	Yes
	MTB Inc.	  	Delaware	  	 1,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	Terra Firma Company	  	West Virginia	  	 1,000 authorized
 1 issued and
outstanding
	  	CNX Land LLC	  	Yes	  	Yes








											
	Name	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	Wolfpen Knob Development Company	  	Virginia	  	 1,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	AMVEST Corporation	  	Virginia	  	 1,000 authorized
 1,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	AMVEST Mineral Services, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	Glamorgan Coal Company, L.L.C.	  	Yes	  	Yes
	AMVEST Minerals Company, L.L.C.	  	Virginia	  	100%	  	AMVEST Corporation	  	Yes	  	Yes
						
	AMVEST West Virginia Coal, L.L.C.	  	West Virginia	  	 70%
  

 
 30%
	  	 Nicholas-Clay Land & Mineral, Inc.
  

Terry Eagle Limited Partnership
	  	Yes	  	Yes
	Braxton-Clay Land & Mineral, Inc.	  	West Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	AMVEST Coal & Rail, L.L.C.	  	Yes	  	Yes
	CONSOL of Canada Inc.	  	Delaware	  	 10,000 authorized
 7,000 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	CONSOL of Central Pennsylvania LLC	  	Pennsylvania	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	CONSOL of Ohio LLC	  	Ohio	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	CNX Water Assets LLC	  	West Virginia	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes








											
	Name	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	Little Eagle Coal Company, L.L.C.	  	West Virginia	  	100%	  	AMVEST West Virginia Coal, L.L.C.	  	Yes	  	Yes
						
	Nicholas-Clay Land & Mineral, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	AMVEST Coal & Rail, L.L.C.	  	Yes	  	Yes
	Peters Creek Mineral Services, Inc.	  	Virginia	  	 1,000 authorized
 100 issued and
outstanding
	  	Glamorgan Coal Company, L.L.C.	  	Yes	  	Yes
	Terry Eagle Coal Company, L.L.C.	  	West Virginia	  	100%	  	AMVEST West Virginia Coal, L.L.C.	  	Yes	  	Yes
						
	Helvetia Coal Company	  	Pennsylvania	  	 500 authorized
 500 issued and
outstanding
	  	R&PCC LLC	  	Yes	  	Yes
	Island Creek Coal Company	  	Delaware	  	 10,000 authorized
 100 issued and
outstanding
	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	Laurel Run Mining Company	  	Virginia	  	 1,000 authorized
 1,000 issued and
outstanding
	  	Island Creek Coal Company	  	Yes	  	Yes
	Windsor Coal Company	  	West Virginia	  	 5,000 authorized
 4,064 issued and
outstanding
	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	Conrhein Coal Company	  	Pennsylvania	  	 76%
  

 
 24%
	  	 CONSOL Mining Holding Company LLC
  

MTB Inc.
	  	Yes	  	Yes
	CNX Land LLC	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	CNX RCPC LLC	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes








											
	 Name
	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	CONSOL Amonate Facility LLC	  	Delaware	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	CONSOL Amonate Mining Company LLC	  	Delaware	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
						
	CONSOL Buchanan Mining Company LLC	  	Delaware	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
						
	CONSOL Mining Company LLC	  	Delaware	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	CONSOL Mining Holding Company LLC	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	Paros Corp.	  	Delaware	  	100%	  	CONSOL Energy Inc.	  	Yes	  	Yes
						
	R&PCC LLC	  	Pennsylvania	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	CNX Gas Corporation	  	Delaware	  	 200,000,000 common authorized
 5,000,000
preferred authorized
 151,077,284 common issued and outstanding
	  	CONSOL Energy Inc.	  	Yes	  	Yes
	CNX Gas Company LLC	  	Virginia	  	100%	  	CNX Gas Corporation	  	Yes	  	Yes








											
	 Name
	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	Cardinal States Gathering Company	  	Virginia	  	 50%
  

50%
	  	 CNX Gas Corporation
  

CNX Gas Company LLC
	  	Yes	  	Yes
						
	Knox Energy, LLC	  	Tennessee	  	100%	  	CNX Gas Company LLC	  	Yes	  	Yes
	Coalfield Pipeline Company	  	Tennessee	  	 10,000 authorized
 10,000 issued and
outstanding
	  	CNX Gas Company LLC	  	Yes	  	Yes
	MOB Corporation	  	Pennsylvania	  	 25,000 authorized
 900 issued and
outstanding
	  	CNX Gas Company LLC	  	Yes	  	Yes
	Panda Bamboo Holdings, Inc.	  	Delaware	  	100%	  	CONSOL Mining Holding Company LLC	  	Yes	  	Yes
	CNX Funding Corporation	  	Delaware	  	 100 shares authorized
 100 shares issued and
outstanding
	  	CONSOL Energy Inc.	  	No	  	No
	CONSOL Energy Canada Ltd.	  	New Brunswick, Canada	  	 Unlimited shares authorized
 100 shares issued
and outstanding
	  	CONSOL Energy Inc.	  	Yes	  	No
	Fairmont Supply Company	  	Delaware	  	 6,000 authorized
 5,500 issued and
outstanding
	  	CONSOL Energy Inc.	  	Yes	  	No
	Fairmont Supply Oil and Gas, LLC	  	Pennsylvania	  	100%	  	Fairmont Supply Company	  	Yes	  	No
						
	Piping and Equipment, Inc.	  	Florida	  	100%	  	Fairmont Supply Company	  	Yes	  	No








											
	 Name
	  	Jurisdiction of
Incorporation	  	Issued and
Outstanding Shares	  	Owners	  	Restricted Subsidiary	  	Guarantor
	Greenshale Energy LLC	  	Delaware	  	80%	  	CNX Gas Company LLC	  	Yes	  	No
						
	Greenshale Energy International LLC	  	Delaware	  	100%	  	Greenshale Energy LLC	  	Yes	  	No
						
	Greenshale Energy Turkey LLC	  	Delaware	  	100%	  	Greenshale Energy International LLC	  	Yes	  	No
						
	Greenshale Energy Brasil Ltda.	  	Rio de Janeiro, Brazil	  	99.99%	  	Greenshale Energy International LLC	  	Yes	  	No
						
	Greenshale Energy Argentina LLC	  	Delaware	  	100%	  	Greenshale Energy International LLC	  	Yes	  	No
						
	Greenshale Energy Lithuania LLC	  	Delaware	  	100%	  	Greenshale Energy International LLC	  	Yes	  	No







 Schedule 6.11 

Pledged Securities 
  

											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	CONSOL Energy Inc.	  	CONSOL Financial Inc.	  	Delaware	  	Shares	  	1,000 shares; 100%	  	100%
	AMVEST Minerals Company, L.L.C.	  	AMVEST Coal & Rail, L.L.C.	  	Virginia	  	Membership Interest	  	100%	  	100%
	CONSOL Energy Sales Company	  	CNX Marine Terminals Inc.	  	Delaware	  	Shares	  	1,000 shares; 100%	  	100%
	CONSOL Energy Inc.	  	CONSOL Energy Sales Company	  	Delaware	  	Shares	  	1,000 shares; 100%	  	100%
						
	AMVEST Coal & Rail, L.L.C.	  	Vaughan Railroad Company	  	West Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	Glamorgan Coal Company, L.L.C.	  	AMVEST Coal Sales, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	CONSOL Energy Inc.	  	CONSOL Energy Holdings LLC VI	  	Delaware	  	Membership Interest	  	100%	  	100%
						
	CONSOL Energy Inc.	  	CONSOL of Kentucky Inc.	  	Delaware	  	Shares	  	500 issued; 100%	  	100%
						
	CONSOL Energy Inc.	  	Consol Pennsylvania Coal Company LLC	  	Delaware	  	Membership Interests	  	100%	  	100%
						
	AMVEST West Virginia Coal, L.L.C.	  	Fola Coal Company, L.L.C.	  	West Virginia	  	Membership Interests	  	100%	  	100%








											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	AMVEST Minerals Company, L.L.C.	  	Glamorgan Coal Company, L.L.C.	  	Virginia	  	Membership Interests	  	100%	  	100%
						
	AMVEST Coal & Rail, L.L.C.	  	TEAGLE Company, L.L.C.	  	Virginia	  	Membership Interests	  	100%	  	100%
						
	AMVEST Coal & Rail, L.L.C.	  	TECPART Corporation	  	Delaware	  	Shares	  	1,000 shares; 100%	  	100%
						
	TEAGLE Company, L.L.C.	  	Terry Eagle Limited Partnership	  	West Virginia	  	General and limited partner interests	  	 47.5% general partner interest
  

2.5% limited partner interest
	  	100%
						
	TECPART Corporation	  	Terry Eagle Limited Partnership	  	West Virginia	  	General and limited partner interests	  	 47.5% general partner interest
  

2.5% limited partner interest
	  	100%
						
	AMVEST Oil & Gas Inc.	  	AMVEST Gas Resources, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	Glamorgan Coal Company, L.L.C.	  	AMVEST Oil & Gas, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	R&PCC LLC	  	Leatherwood, Inc.	  	Pennsylvania	  	Shares	  	100 shares; 100%	  	100%
						
	CONSOL Energy Inc.	  	MTB Inc.	  	Delaware	  	Shares	  	1,000 shares; 100%	  	100%








											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	CNX Land LLC	  	Terra Firma Company	  	West Virginia	  	Shares	  	1 share; 100%	  	100%
						
	CONSOL Energy Inc.	  	Wolfpen Knob Development Company	  	Virginia	  	Shares	  	1,000 shares; 100%	  	100%
						
	CONSOL Energy Inc.	  	AMVEST Corporation	  	Virginia	  	Shares	  	1,000 shares; 100%	  	100%
						
	Glamorgan Coal Company, L.L.C.	  	AMVEST Mineral Services, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	AMVEST Corporation	  	AMVEST Minerals Company, L.L.C.	  	Virginia	  	Membership Interests	  	100%	  	100%
						
	Nicholas-Clay Land & Mineral, Inc.	  	AMVEST West Virginia Coal, L.L.C.	  	West Virginia	  	Membership Interests	  	70%	  	100%
						
	Terry Eagle Limited Partnership	  	AMVEST West Virginia Coal, L.L.C.	  	West Virginia	  	Membership Interests	  	30%	  	100%
						
	AMVEST Coal & Rail, L.L.C.	  	Braxton-Clay Land & Mineral, Inc.	  	West Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	CONSOL Energy Inc.	  	CONSOL of Canada Inc.	  	Delaware	  	Shares	  	7,000 shares; 100%	  	100%
						
	CONSOL Energy Inc.	  	CONSOL of Central Pennsylvania LLC	  	Pennsylvania	  	Membership Interests	  	100%	  	100%
						
	CONSOL Energy Inc.	  	CONSOL of Ohio LLC	  	Ohio	  	Membership Interests	  	100%	  	100%








											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	CONSOL Energy Inc.	  	CNX Water Assets LLC	  	West Virginia	  	Membership Interests	  	100%	  	100%
						
	AMVEST West Virginia Coal, L.L.C.	  	Little Eagle Coal Company, L.L.C.	  	West Virginia	  	Membership Interests	  	100%	  	100%
						
	AMVEST Coal & Rail, L.L.C.	  	Nicholas-Clay Land & Mineral, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	Glamorgan Coal Company, L.L.C.	  	Peters Creek Mineral Services, Inc.	  	Virginia	  	Shares	  	100 shares; 100%	  	100%
						
	AMVEST West Virginia Coal, L.L.C.	  	Terry Eagle Coal Company, L.L.C.	  	West Virginia	  	Membership Interests	  	100%	  	100%
						
	R&PCC LLC	  	Helvetia Coal Company	  	Pennsylvania	  	Shares	  	500 shares; 100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	Island Creek Coal Company	  	Delaware	  	Shares	  	100 shares; 100%	  	100%
						
	Island Creek Coal Company	  	Laurel Run Mining Company	  	Virginia	  	Shares	  	1,000 shares; 100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	Windsor Coal Company	  	West Virginia	  	Shares	  	4,064 shares; 100%	  	100%
	CONSOL Mining Holding Company LLC	  	Conrhein Coal Company	  	Pennsylvania	  	Partnership interests	  	76%	  	100%
	MTB Inc.	  	Conrhein Coal Company	  	Pennsylvania	  	Partnership interests	  	24%	  	100%








											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	CONSOL Energy Inc.	  	CNX Land LLC	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Energy Inc.	  	CNX RCPC LLC	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	CONSOL Amonate Facility LLC	  	Delaware	  	Membership interests	  	100%	  	100%
	CONSOL Mining Holding Company LLC	  	CONSOL Amonate Mining Company LLC	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	CONSOL Buchanan Mining Company LLC	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	CONSOL Mining Company LLC	  	Delaware	  	Membership interests	  	100%	  	100%
	CONSOL Energy Inc.	  	CONSOL Mining Holding Company LLC	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Energy Inc.	  	Paros Corp.	  	Delaware	  	Membership interests	  	100%	  	100%
						
	CONSOL Mining Holding Company LLC	  	R&PCC LLC	  	Pennsylvania	  	Membership interests	  	100%	  	100%
	CONSOL Energy Inc.	  	CNX Gas Corporation	  	Delaware	  	Shares	  	151,077,344 shares; 100%	  	100%








											
	Pledgor	  	Issuer Name	  	Issuer Jurisdiction
of Formation	  	Interest Type	  	Number of Units
Owned; Percentage
of Total Issued
Interests	  	Percentage of Owner
Interests Being
Pledged Hereunder
	CNX Gas Corporation	  	CNX Gas Company LLC	  	Virginia	  	Membership interests	  	100%	  	100%
						
	CNX Gas Corporation	  	Cardinal States Gathering Company	  	Virginia	  	Partnership interests	  	50%	  	100%
						
	CNX Gas Company LLC	  	Cardinal States Gathering Company	  	Virginia	  	Partnership interests	  	50%	  	100%
						
	CNX Gas Company LLC	  	Knox Energy, LLC	  	Tennessee	  	Membership interests	  	100%	  	100%
	CNX Gas Company LLC	  	Coalfield Pipeline Company	  	Tennessee	  	Shares	  	10,000 shares; 100%	  	100%
						
	CNX Gas Company LLC	  	MOB Corporation	  	Pennsylvania	  	Shares	  	900 shares; 100%	  	100%
	CONSOL Mining Holding Company LLC	  	Panda Bamboo Holdings, Inc.	  	Delaware	  	Membership interests	  	100%	  	100%
	CONSOL Energy Inc.	  	CONSOL Energy Canada Ltd.	  	New Brunswick, Canada	  	Shares	  	100 shares; 100%	  	65%







 Schedule 6.19 

Insurance Policies 
  

					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

	CONSOL Energy Inc.	  	General Liability – Primary $5 Million Limit	  	 Steadfast Insurance Company

BOG9377215-10

			
	CONSOL Energy Inc.	  	Commercial Automobile Liability – Primary $2 Million Limit	  	 Zurich American Insurance Company
 BAP
9377207-10

			
	CONSOL Energy Inc.	  	Workers’ Compensation – Statutory Limits and Employer’s Liability – $1 Million Limit	  	 Zurich American Insurance Company
 WC
9377211-10

			
	CONSOL Energy Inc.	  	Excess Workers’ Compensation – $10 Million Limit and Employer’s Liability – $1 Million Limit (Pennsylvania Only)	  	 ACE American Insurance Company
 WCL
C47193369

			
	 CONSOL Energy Inc.
  

(Amvest Operations)
	  	Excess Workers’ Compensation – Statutory Limits and Employer’s Liability – $1 Million Limit (West Virginia Only)	  	 ACE American Insurance Company
 WCU
C47192936

			
	CONSOL Energy Inc.	  	Excess Workers’ Compensation for U.S. Longshore and Harbor Workers – $10 Million Limit	  	 ACE American Insurance Company
 WCL
C47192973

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess Primary	  	 American Guarantee & Liability Insurance Co.

AUC 9829583-03

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $25 Million	  	 Ironshore Europe Limited

B0509DL616613

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $50 Million	  	 Star Indemnity & Liability

SISIXNR01094413

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $75 Million	  	 XL Insurance Company Plc.

IE000152841LI13A

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $15 Million Excess $100 Million	  	 General Security Indemnity Company of Arizona

201310F149868-1

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $115 Million	  	 XL Insurance (Bermuda) Ltd.

BM00027453LI13A

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $10 Million Excess $140 Million	  	 Torus Insurance (UK) Ltd.

B0509DL402813

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $150 Million	  	 Liberty Mutual Insurance Europe Limited

B0509DL476813

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $175 Million	  	 Iron-Starr Excess Agency Ltd.

IS0001603









					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $200 Million	  	 Great Lakes Reinsurance (UK)

10226346-2013

			
	CONSOL Energy Inc.	  	Umbrella Liability – Layer $25 Million Excess $225 Million	  	 American International Reinsurance Company, Ltd.

2615780

			
	CONSOL Energy Inc.	  	Aviation Liability – $250 Million Limit, including Physical Damage to Aircraft	  	 Global Aerospace
 150008463

			
	CONSOL Energy Inc.	  	 “All Risk” Property
 including

Equipment Breakdown, Certified and Non-Certified Terrorism
  

$1,000,000,000 Limit for Real and Personal Property at aboveground locations
  

$100,000,000 Limit for Real and Personal Property at underground locations, including underground time element

 
 $1,000,000,000 Flood per Occurrence and Annual Aggregate, except:

Zone A - $75,000,000
 Zone V - $10,000,000
	  	 Primary ($75,000,000)
 Lloyd’s of
London
 DP987913
 Chartis

61628216
 Zurich American Insurance Company

MNG 5323464-06
 Westchester Surplus Lines

Insurance Company
 D35895541 008

Ironshore Insurance Ltd.
 441923413A

Maiden RE
 S5LPY0299306S

Hannover
 DP921413

Munich RE America
 58106-01-13

Allied World Assurance Company
 P000599/012

RSUI Indemnity Company
 NHT382969

Alterra Insurance Limited
 98833-5916-PRMAN-2013

Axis E&S
 EAF753610-13

Aspen Specialty Insurance Company
 PRA77XA13

 
 Excess ($25,000,000 x/s $75,000,000)

Chartis
 61628216

Zurich American Insurance Company
 MNG 5323464-06

Westchester Surplus Lines
 Insurance Company

D35895541 008
 Validus

AJF091755E13
 Scor

2013-10F140860-1
 Lloyd’s of London

DP988013

Hannover









					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

		  		  	 DP921513
 Munich RE America

58106-01-13
 Allied World Assurance Company

P000599/012
  

Arch Reinsurance Ltd.
 HHP0016679-04

Aspen Specialty Insurance Company
 PXA4DJV10

General Security Indemnity Company of Arizona
 2010
10F140860-1

			
	CONSOL Energy Inc.	  	 “All Risk” Property
 including

Equipment Breakdown, Certified and Non-Certified Terrorism

(continued)
	  	 ARCH Bermuda
 HHP0016679-07

Aspen Specialty Insurance Company
 PXA4DJV13

CPIC
 AHAZ05102413C000010Q

One Beacon
 795000503

OCIL
 P-100123-0713

RSUI Indemnity Company
 NHT382969

ACE Bermuda Insurance Ltd.
 CONSOL00604P10

 
 Excess ($200,000,000 x/s $100,000,000)

Chartis
 61628216

Scor
 2013 10F140860-1

Chubb
 6566064

Zurich American Insurance Company
 MNG 5323464-06

Swiss Re International S.E.
 MH74574

Munich Re
 8190400013

ACE Bermuda Insurance Ltd.
 CONSOL00604P10

Montpelier RE
 B13FA71790

RSUI Indemnity Company
 NHT382970

CPIC
 AHAZ05102413C000010Q

OCIL

P-100123-0713









					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

		  		  	 Sompo Japan
 PEP47157F0

 
 Excess ($200,000,000 x/s $300,000,000)

Chartis
 61628216

Scor
 2013 10F140860-1

Chubb
 6566064

 
 Zurich American Insurance Company

MNG 5323464-06
 Axis

ENG768260-13
 Lloyd’s of London

DP988113
 Swiss Re International S.E.

MH74574
 Munich Re

8190400013
 ACE Bermuda Insurance Ltd.

CONSOL00604P10
 CPIC

AHAZ05102413C000010Q
 OCIL

P-100123-0713
  

Excess ($500,000,000 x/s $500,000,000)
 Chartis

61628216
 Axis

ENG768260-13
 ARCH Bermuda

HHP0016679-07
 RSUI Indemnity Company

NHT382971
 Aspen Specialty Insurance Company

PSAAARE13
 Hannover

DP921613
 Swiss Re International S.E.

MH74574
 Munich Re

8190400013
 Alterra Insurance Limited

98833-5916-PRMAN-2013
 Ironshore Insurance Ltd.

441923413B
 Allied World Assurance Company

P000599/012
 ACE Bermuda Insurance Ltd.

CONSOL00604P10









					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

		  		  	 Houston Casualty
 H13-TP10242-00

CPIC
 AHAZ05102413C000010Q

			
	CONSOL Energy Inc. and subsidiaries	  	Jurisdictional Boiler Inspection	  	 ARISE Boiler Inspection & Insurance Company RRG

151068

			
	CONSOL Energy Inc.	  	All Risk Property Certified and Non-Certified Terrorism Gap Coverage	  	 Global Excess Partners & Talbot Underwriting Services

GEP-T0031
 AFY168528A13

AFC168529A13
 AFN168530A13

AFK168531A13
 GEP-T0032

			
	CNX Gas Company LLC	  	Control of Well - $20,000,000 Combined Single Limit plus $1,000,000 Care, Custody, and Control Limit	  	 Lloyd’s of London
 31343T12AA

			
	CONSOL Energy Inc.	  	Marine Liability – Primary $4.5 Million Limit, including Marine General Liability, Terminal Operators, Shiprepairer’s Legal Liability, and Stevedore’s/Wharfingers’ Legal Liability	  	 Navigators Insurance Co. – 100%

NY13LIA95649601

			
	CONSOL Energy Inc.	  	Excess Marine Liability – Layer $5 Million Excess Primary	  	 Navigators Insurance Co. – 50%

NY13LIA95649602
 Starr Indemnity & Liability – 50%

MASILCH00022913

			
	CONSOL Energy Inc.	  	Excess Marine Liability – Layer $40 Million	  	 Navigators Insurance Co. – 50%

NY13LIA95649603
 Starr Indemnity & Liability – 50%

MASILCH00023013

			
	CONSOL Energy Inc.	  	Excess Marine Liability – Layer $100 Million	  	 Allianz AGCS Global – 35%
 OXL92007927

Prosight Insurance Co. – 25%
 ML201300001218

Navigators Insurance Co. – 22.5%
 NY13LIA95649604

AIG – 10%
 01591234

Starr Indemnity & Liab. – 7.5%

MASILCH00023113

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Primary $15 Million Limit	  	Arch Insurance Company DOP0046310-02
			
	CONSOL Energy Inc.	  	Directors & Officers Liability – First Excess $10 Million Limit	  	 Zurich American Insurance Company

DOC5246274-08

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Second Excess $10 Million Limit	  	 Travelers Casualty & Surety Co. of America

105685072









					
	 NAMED INSURED
	  	 COVERAGE
	  	 CARRIER
POLICY NUMBER

	CONSOL Energy Inc.	  	Directors & Officers Liability – Third Excess $10 Million Limit	  	 National Union Fire Ins. Co of Pgh PA

01-421-47-33

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Fourth Excess $10 Million Limit	  	 Axis Insurance Company

MNN755218012012

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Fifth Excess $10 Million Limit	  	 Everest National Insurance Company

SC5ED00109131

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Sixth Excess $10 Million Limit	  	 Continental Casualty Company

425222215

			
	CONSOL Energy Inc.	  	Directors & Officers Liability – Seventh Excess $5 Million Limit	  	 Freedom Specialty Insurance Co.

XMF1300134

			
	CONSOL Energy Inc.	  	Side A DIC Directors & Officers Liability – Eighth Excess $20 Million Limit	  	 Federal Insurance Company

8210-7681

			
	CONSOL Energy Inc.	  	Side A DIC Directors & Officers Liability – Ninth Excess $10 Million Limit	  	 XL Specialty Insurance Company

131504-13

			
	CONSOL Energy Inc.	  	Side A DIC Directors & Officers Liability – Tenth Excess $10 Million Limit	  	 ACE American Insurance Company

DOXG24573722005

			
	CONSOL Energy Inc.	  	Fiduciary Liability – Primary $10 Million Limit	  	 Axis Insurance Company

MNN769727012013

			
	CONSOL Energy Inc.	  	Excess Fiduciary Liability – $10 Million Limit	  	 Travelers Casualty & Surety Co. of America

105843491

			
	CONSOL Energy Inc.	  	Special Risk Coverage – $5 Million Limit	  	 Federal Insurance Company
 8211
3019

			
	CONSOL Energy Inc.	  	Blanket Crime – $5 Million Limit	  	 National Union Fire Ins. Co of Pgh PA

01-421-42-02

			
	CONSOL Energy Inc.	  	Employment Practices Liability with Omnibus Leaders Preferred Endorsement – Primary $10 Million Limit	  	 Arch Insurance Company

EPL004071403

			
	CONSOL Energy Inc.	  	Excess Employment Practices Liability – $10 Million Limit	  	 Travelers Casualty & Surety Co. of America

105685079

			
	Vaughan Railroad Company c/o Amvest Corporation	  	Railroad Liability – $15 Million Limit	  	 Steadfast Insurance Company

SCC2889067-17








 Schedule 7.1.1(k) 

Lien Searches 
 [On file
with Cahill Gordon & Reindel LLP] 






 Schedule 7.1.1(n) 

Improved Real Property 
  

					
	Determination Address	  	NFIP Map Number	    	 Longitude and Latitude or

Other Location Information

	 Jackson Compressor, PA
 Westmoreland
County
	  	42129C0415F	    	 LAT 40.292618
  

LONG -79612356

			
	 5KVA MCC Building
 McQuay, PA

Greene County
	  	4216680002B	    	 N39DEG 54.039’
 W080DEG
17.645’

	 480VAC MCC Building
 McQuay, PA

Greene County
	  	4216680002B	    	 N39DEG 54.047’
 W080DEG
17.644’

	 Buchanan Mine Water Treatment Plant
 Oakwood, VA
24631-0000
 Buchanan County
	  	51027C0186E	    	 1) N37 10° 34.19’
 W41
59°42.21’
  
 2) N37 10°34.52’

W41 59°45.46’
  

3) N37 10°36.16’
 W41 59°43.59’

 
 4) N37 10°35.77’

W41 59°45.20’
  

5) N37 10°37.35’
 W41 59°48.02’

			
	 Buchanan RO Plant Site-Maintenance Building

Buchanan, County
	  	51027C0336E	    	326,100 FEET N, 981,388 FEET E (VA SOUTH STATE PLANE 27), 37 DEGREES 10 MINUTES 38 SECONDS N, 81 DEGREES 59 MINUTES 49 SECONDS (LONG-LAT), 1,099,408 METERS N, 3,189,552 METERS E (VA SOUTH STATE PLANE 83)
			
	 CONSOL Energy Bailey Enlow COMP
 Graysville, PA
15337
 Greene County
	  	4216760005B	    	N/A








					
	Determination Address	  	NFIP Map Number	    	 Longitude and Latitude or

Other Location Information

	 CONSOL Energy Buchanan Mine
 Oakwood, VA
24631
 Buchanan County
	  	51027C0336E	    	N/A
	 CONSOL Energy Emery Mine
 Emery, UT 84522

Emery County
	  	NFIP Community Number: 490058	    	N/A
	 CONSOL Energy VP Deskins Mine
 Vansant, VA
24656
 Buchanan County
	  	51027C0312E	    	N/A
	 CONSOL Energy VP Mine
 Vansant, VA 24656

Buchanan County
	  	 51027C0317E
  

Order number: 2087267310
	    	N/A
			
	 CONSOL Energy VP Mine
 Vansant, VA 24656

Buchanan County
	  	 51027C0301E
  

Order number: 2087268579
	    	N/A
			
	 Control Room Building
 McQuay, PA

Greene County
	  	4216680002B	    	 N39DEG 54.045’
 W080DEG
17.650’

	 Mamont Compressor Station
 Westmoreland
County
	  	42129C0115F	    	LAT 40.505989 LONG -79.564560.
			
	 OFC CONSOL Energy Plant
 Graysville, PA
15337
 Greene County
	  	4216760010B	    	N/A
	 Grant Compressor Station
 Delbarton, WV
25670
 Mingo County, WV
	  	54059C0270E	    	 APN – 30-07-430-0006-0004-0000
  

Parcel - 297267618

			
	 CONSOL Energy Amonate Mine Brewing, WV 24815

McDowell County, WV
	  	54047C0410D	    	N/A
	Majorsville Compressor Station Dallas, WV 26036	  	54051C0125E	    	 APN – 120014000200001202
  

Parcel - 445110340

			
	Miller Creek Preparation Plant Mingo County, WV 25676	  	54059C0140E	    	 APN 30-03-263-0002-0000-0000
  

LAT 37.821
 LONG 82.321








 Schedule 8.1.16 

Retained Leases 
 A. Real Estate Post
Closing Deliverables. As promptly as reasonably practicable after the Closing Date, the Borrower or applicable Loan Party shall deliver or cause to be delivered the following documents: 

(x) with respect to each Mortgage that encumbers a lease that is set forth on Annex I hereto (each, a “Retained Lease”), each
in form and substance reasonably satisfactory to the Administrative Agent: 
  

	 	1.	A copy of the applicable landlord consent, together with a copy of a fully executed lease assignment from the lessee under the Retained Lease as of the Closing Date (the “Current Lessee”) to the new
Loan Party (the “New Lessee”), evidencing that the Current Lessee assigns its interest under the Retained Lease to the New Lessee; 

  

	 	2.	A fully executed Mortgage or Mortgage amendment to the applicable Mortgage, or other document satisfactory to the Administrative Agent, evidencing that the Administrative Agent has a lien and security interest in such
Retained Lease; 

  

	 	3.	With respect to any such new Mortgage or Mortgage Amendment, an opinion of counsel regarding due authorization, execution, delivery and enforceability of such new Mortgage or Mortgage Amendment; 


 

	 	4.	Such other documentation as the Administrative Agent may reasonably request in connection with the foregoing; and 


(y) As-extracted UCC filings to the extent required by the Administrative Agent. 







							
		  		  		  	Annex I to Schedule 8.1.16
				
	Lease Reference	  	Agreement Number	  	Jurisdiction	  	Common Name of Mine(s)
				
	Northfolk Southern	  	Many	  	Buchanan County, VA	  	Buchanan Mine, Hurricane Branch Reserve
				
		  		  	McDowell County, WV	  	Amonate Mine
				
		  		  	Monangalia County, WV	  	Blacksville Mine #2, Blacksville Mine #3, Loveridge Mine, St. Cloud Reserve, St. Leo Reserve
				
	Berwind Lease	  	614001	  	Tazewell County, VA	  	Amonate Mine
				
		  		  	McDowell County, WV	  	Amonate Mine
				
	Georgia Monk	  	018208/614002	  	Tazewell County, VA	  	Amonate Mine
				
		  		  	McDowell County, WV	  	Amonate Mine
				
	Albert Peery, et al.	  	018211/614013	  	Tazewell County, VA	  	Amonate Mine
				
		  		  	McDowell County, WV	  	Amonate Mine
				
	WPP Lease	  	705068	  	Marion County, WV	  	Robinson Run
				
		  		  	Harrison County, WV	  	Robinson Run
				
		  		  	Wetzel County, WV	  	Robinson Run
				
	Mid-Allegheny	  	359001	  	Marion County, WV	  	Mid-Allegheny
				
		  		  	Harrison County, WV	  	Mid-Allegheny
				
		  		  	Wetzel County, WV	  	Mid-Allegheny







 Schedule 8.1.17 

Excluded Properties 
 The following assets
shall not serve as Collateral and will not be encumbered by a Lien in favor of the Collateral Agent or any Secured Party: 
  

	 	1.	Any rights, title, and interests in and to any coal mines not located within the United States of America. 

  

	 	2.	Any rights, title and interests in and to the following coal reserves: 

  

	 	a.	Those certain coal reserves located in Clinton County, IN and Union County, KY, more commonly known as the Clinton Reserve, the Hamilton I Reserve, Hamilton 2 Reserve, and Towhead Island Reserve; 


 

	 	b.	A portion of those certain coal reserves associated with the Mahoning Valley Mine located in Athens Township, Harrison County, Ohio, consisting of approximately 584 acres of the #8 and #8A coal seams; 


 

	 	c.	Any real property interests and coal reserves not located within the United States of America; and 

  

	 	d.	Any coal reserves that individually, as of the Closing Date, have less than 45 million tons of recoverable coal, unless such coal reserves are subject to a prior Lien securing obligations outstanding under the
Existing Credit Agreements. 

  

	 	3.	Any rights, title, and interests in and to any real property interests and improvements (whether owned or leased) acquired by a Loan Party after the closing date of the Credit Agreement dated as of June 27, 2007
among the Borrower, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as co-administrative agent for the lenders, and certain other parties, having a market value individually, in the reasonable judgment of
Borrower, of less than the Threshold Amount, excluding any assets re-acquired after June 27, 2007, following a disposition after June 27, 2007. 

  

	 	4.	Any rights, title, and interests in and to that certain ash disposal facility located on a 61-acre site in northern West Virginia, more commonly known as the Ash Disposal Project. 


 

	 	5.	Any rights, title, and interests in and to the Baltimore Dock Facility. 

  

	 	6.	Any rights, title, and interests in and to “fixtures” on, and “As-Extracted” property from, any of the assets listed in Numbers 1 through 5 above. 


 

	 	7.	Except for those properties subject, as of the Closing Date, to a prior Lien securing obligations outstanding under the Existing Credit Agreements, all surface rights of the Loan Parties owned as of the Closing Date in
real property interests and improvements, whether owned or leased, having a fair market value individually, in the reasonable judgment of the Borrower, of less than the Threshold Amount. 








	 	8.	Any rights, title and interests (including any leasehold interest) in and to (i) the Borrower’s headquarters building and associated real estate located at CNX Center, 1000 CONSOL Energy Drive, Canonsburg,
Pennsylvania, 15317 and associated real estate located in Southpointe Two, Lots Two through Six, Canonsburg, Pennsylvania, and (ii) the building and associated real estate located at 1001 CONSOL Energy Drive, Canonsburg, Pennsylvania, 15317.


  

	 	9.	Any rights, title and interest in and to the Borrower’s research and development facility and associated real estate located in Library, Pennsylvania. 


 

	 	10.	Any sublease, or any guaranty thereof, in each case, which is subject to a Permitted Lien described in clause (23) [Longwall Sublease Transaction] of the definition of Permitted Liens. 


 

	 	11.	The East Tennessee Natural Gas LLC Jewell Ridge lateral pipeline. 

  

	 	12.	Buildings and Structures as defined in the Flood Laws that are immaterial as reasonably determined by the Administrative Agent. 







 Schedule 8.1.20 

Post-Closing Matters 
  

	1.	Stock Certificates and Stock Powers. The Loan Parties shall deliver to the Administrative Agent, within 14 days after the Closing Date, the following stock certificates and stock powers: 


 

					
	Current Legal Entities Owned	  	Record Owner	  	Shares
	CONSOL Energy Sales Company	  	CONSOL Energy Inc.	  	1,000 shares
			
	Vaughan Railroad Company	  	AMVEST Coal & Rail, L.L.C.	  	100 shares
			
	AMVEST Coal Sales, Inc.	  	Glamorgan Coal Company, L.L.C.	  	100 shares
			
	CONSOL OF Kentucky Inc.	  	CONSOL Energy Inc.	  	255 shares
			
	TECPART Corporation	  	AMVEST Coal & Rail, L.L.C.	  	1,000 shares
			
	AMVEST Gas Resources, Inc.	  	AMVEST Oil & Gas Inc.	  	100 shares
			
	AMVEST Oil & Gas, Inc.	  	Glamorgan Coal Company, L.L.C.	  	100 shares
			
	Leatherwood, Inc.	  	R&PCC LLC	  	100 shares
			
	MTB Inc.	  	CONSOL Energy Inc.	  	510 shares
			
	Terra Firma Company	  	CNX Land LLC	  	1 share
			
	Wolfpen Knob Development Company	  	CONSOL Energy Inc.	  	510 shares
			
	AMVEST Corporation	  	CONSOL Energy Inc.	  	1,000 shares
			
	AMVEST Mineral Services, Inc.	  	Glamorgan Coal Company, L.L.C.	  	100 shares
			
	Braxton-Clay Land & Mineral, Inc.	  	AMVEST Coal & Rail, L.L.C.	  	100 shares
			
	CONSOL of Canada Inc.	  	CONSOL Energy Inc.	  	3,570 shares
			
	Nicholas-Clay Land & Mineral, Inc.	  	AMVEST Coal & Rail, L.L.C.	  	100 shares
			
	Peters Creek Mineral Services, Inc.	  	Glamorgan Coal Company, L.L.C.	  	100 shares
			
	Helvetia Coal Company	  	R&PCC LLC	  	500 shares
			
	Coalfield Pipeline Company	  	CNX Gas Company LLC	  	5,000 shares

  

	2.	Insurance. The Loan Parties shall deliver to the Administrative Agent, within 14 days after the Closing Date, additional insured, mortgagee and lender loss payable special endorsements in form and substance
satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, and the Collateral Agent, as mortgagee and lender loss payee. 








	3.	Promissory Note. The Loan Parties shall deliver to the Administrative Agent, within 14 days after the Closing Date, evidence of payment in form and substance satisfactory to the Administrative Agent of that
certain promissory note issued by Ram River Coal Corp. in favor of CONSOL of Canada Inc. in the principal amount of $47,500,000.00. 

  

	4.	Patent Lien Releases. The Loan Parties shall use commercially reasonable efforts to deliver to the Administrative Agent within 30 days after the Closing Date executed releases with regard to the following liens
of CONSOL Energy Inc. recorded with the United States Patent Office: 

  

	 	(A)	Citicorp North America, Inc. security interest executed September 15, 2003 and recorded November 6, 2003 at Reel/Frame 014662/0700; and 


 

	 	(B)	Citicorp North America, Inc. security interest executed September 15, 2003 and recorded November 6, 2003 at Reel/Frame 2859/0744. 







 Schedule 8.2.1 

Existing Indebtedness 
  

					
	 Item
	  	Amount	 
		
	 Indebtedness
	  			
		
	 CONSOL Energy Inc. 5.875% Senior Notes due 2022
	  	$	1,600,000,000	  
		
	 CONSOL Energy Inc. 8.25% Senior Notes due 2020
	  	$	1,250,000,000	  
		
	 CONSOL Energy Inc. 6.375% Senior Notes due 2021
	  	$	250,000,000	  
		
	 Maryland Economic Development Corporation Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore
Facility) due 2025
	  	$	102,865,000	  
		
	 CONSOL Energy Inc. Non-Negotiable Promissory Note due 2018 (CONSOL Plaza Buyout)
	  	$	5,505,000	  
		
	 Hillman Coal & Coke Note due 2031
	  	$	75,500	  
		
	 PHH Automobile Capital Leases
	  	$	11,481,000	  
		
	 Jewell Ridge Pipeline Capital Lease
	  	$	42,761,000	  
		
	 Guaranties
	  			
		
	 CONSOL Energy Inc:
	  			
		
	 Harrison Resources Joint Venture:
	  			
		
	 Surety Bonds
	  	$	1,446,000	  
		
	 Fairmont Supply:
	  			
		
	 Surety Bonds
	  	$	351,000	  
		
	 Letters of Credit
	  	$	100,000	  
		
	 Murray Energy Corporation:
	  			
		
	 Coal Sales - Appalachian Power Company
	  	$	99,402,000	  
		
	 Coal Sales - Ohio Power Company
	  	$	184,498,000	  
		
	 Conner Run Impoundment - Ohio Power Company
	  	$	30,000,000	  
		
	 Surety Bonds
	  	$	137,818,000	  
		
	 PA Workers’ Compensation Claims
	  	$	14,500,000	  








					
	 CNX Gas Corporation:
	  			
		
	 CONE Gathering, LLC:
	  			
		
	 Surety Bonds
	  	$	2,661,000	  
		
	 Volume Imbalance Agreement
	  	$	25,000	  







 Schedule 8.2.2 

Existing Liens 
 Debtor: CNX Gas Company
LLC 
  

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	U.S. BANCORP EQUIPMENT FINANCE, INC.	  	State Corporation Commission, Virginia	  	10101540336	  	October 15, 2010	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	State Corporation Commission, Virginia	  	14021055085	  	February 10, 2014	  	Specific equipment described therein

 Debtor: CNX Gas Corporation 
  

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	PENNSYLVANIA DEPARTMENT OF REVENUE	  	Pennsylvania State Tax Lien Search	  	2011-01685	  	March 22, 2011	  	Tax lien in the amount of $1,629,812.50 that is being contested







 Debtor: CNX Marine Terminals Inc. 
  

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	NMHG FINANCIAL SERVICES, INC.	  	Delaware Department of State	  	40024226	  	 January 1, 2004
  

(Continuation: July 25, 2008; Amendment: August 27, 2013;

Continuation: August 28, 2013;
 Amendment: August 28,
2013)
	  	 All equipment that Secured Party has leased to Debtor
  

1st Amendment: Change debtor name to CNX Marine Terminals Inc. from CNX Marine Terminals, Inc.

 
 Amendment: Change Secured Party address

					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2008 3872866	  	 November 19, 2008
 (Continuation: June 12,
2013)
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 0755225	  	February 27, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 2079038	  	May 30, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 3783828	  	October 1, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 2637545	  	July 10, 2013	  	Specific equipment described therein







 Debtor: CONSOL Energy, Inc. 
  

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	FORSYTHE/MCARTHUR ASSOCIATES, INC.	  	Delaware Department of State	  	50455205	  	 February 9, 2005
 (Amendment: April 20, 2006;
Continuation: October 21, 2009)
	  	 Specific equipment described therein
  

Amendment: Change debtor address

					
	CHESAPEAKE FUNDING LLC	  	Delaware Department of State	  	2007 3319109	  	 August 30, 2007
  

(Amendment: May 23, 2008; Amendment: July 7, 2008; Amendment: July 9, 2008; Continuation: May 7, 2012; Amendment: March 27, 2014)
	  	 Specific equipment described therein
  

1st Amendment: Addition of specified collateral

 
 2nd Amendment: Addition of specified
collateral
  
 3rd Amendment:
Addition of specified collateral
  

4th Amendment: Changed Debtor information to Consolidation Coal
Company.









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2008 2329066	  	 July 8, 2008
  

(Continuation: May 10, 2013)
	  	Specific equipment described therein
					
	CHESAPEAKE FUNDING LLC	  	Delaware Department of State	  	2009 0642832	  	 February 27, 2009
  

(Amendment: June 23, 2010; Amendment: December 23, 2010;

Amendment: February 15, 2011;
 Amendment: July 21, 2011;
Amendment: November 9, 2011;
 Continuation: December 24, 2013;

Amendment: March 27, 2014)
	  	 Specific equipment described therein
  

1st Amendment: Addition of specified collateral

2nd Amendment: Addition of specified collateral

3rd Amendment: Addition of specified collateral

4th Amendment: Addition of specified collateral

5th Amendment: Addition of specified collateral

6th Amendment: Changed Debtor Information to Consolidation Coal Company.

	 KEY EQUIPMENT FINANCE INC.
  

(assignee of MAINLINE FINANCIAL SERVICES, LLC)
	  	Delaware Department of State	  	2009 3735492	  	 November 20, 2009
  

(Assignment: August 17, 2010)
	  	 Specific equipment described therein.
  

Assigned to Key Equipment Finance Inc.









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	IBM CREDIT LLC	  	Delaware Department of State	  	2009 3775639	  	November 24, 2009	  	Specific equipment described therein.
					
	HIGHLAND COMMUNITY BANK	  	Delaware Department of State	  	2010 0385967	  	February 3, 2010	  	Specific equipment described therein.
					
	 KEY EQUIPMENT FINANCE INC.
  

(assignee of MAINLINE FINANCIAL SERVICES, LLC)
	  	Delaware Department of State	  	2010 1737752	  	 May 18, 2010
  

(Assignment: August 17, 2010)
	  	 Specific equipment described therein.
 Assigned
to Key Equipment Finance Inc.

					
	IBM Credit LLC	  	Delaware Department of State	  	2010 2079451	  	June 15, 2010	  	Specific equipment described therein.
					
	 KEY EQUIPMENT FINANCE INC.
  

(assignee of MAINLINE FINANCIAL SERVICES, LLC)
	  	Delaware Department of State	  	2010 2334153	  	 July 6, 2010
  

(Assignment: August 17, 2010)
	  	 Specific equipment described therein.
 Assigned
to Key Equipment Finance Inc.

					
	HIGHLAND COMMUNITY BANK	  	Delaware Department of State	  	2010 2699829	  	August 3, 2010	  	Specific equipment described therein.
					
	HIGHLAND COMMUNITY BANK	  	Delaware Department of State	  	2010 3396680	  	September 29, 2010	  	Specific equipment described therein.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	KEY EQUIPMENT FINANCE INC.	  	Delaware Department of State	  	2010 4180604	  	November 30, 2010	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2010 4411983	  	 December 14, 2010 (Joy Technologies Inc. )
  

(Amendment: April 14, 2011[2];
 Amendment: April 14, 2011[2];
Amendment: July 25, 2011; Amendment: August 25, 2011: Amendment: September 14, 2011;
 Amendment: January 11, 2012; Amendment: February 27, 2012;

Amendment: August 6, 2012; Amendment: September 6, 2012;

Amendment: January 2, 2013; Amendment: May 16, 2013[2]; Amendment: May 16, 2013[2]; Amendment: May 29, 2013; Amendment: May 30, 2013; Amendment: January 30,
2014[2];
 Amendment: January 30, 2014;[2]
	  	 Specific equipment described therein.
  

1st Amendment: Restated collateral(1a)

2nd Amendment: Added collateral(1b)

3rd Amendment: Restated collateral

4th Amendment: Restated collateral

5th Amendment: Restated collateral

6th Amendment: Restated collateral

7th Amendment: Restated collateral

8th Amendment: Restated collateral

9th Amendment: Restated collateral

10th Amendment: Restated collateral

11th Amendment: Changed Secured party to Joy Technologies LLC
(2a)









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
		  		  		  	Amendment: January 30, 2014[2])	  	 12th Amendment: Restated collateral (2b)

13th Amendment: Restated collateral

14th Amendment: Restated collateral

15th Amendment: Change Secured party to Joy Global Underground Mining LLC (3a)

16th Amendment: Debtor changed to Consol Energy Inc.(3b)

17th Amendment: Restated collateral (3c)

					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2010 4423558	  	 December 14, 2010
  

(Amendment: May 20, 2011; Amendment: July 7, 2011;
 Amendment:
March 5, 2012;
 Amendment: May 25, 2012[2] ;
 Amendment: May
25, 2012[2] ; Amendment: August 6, 2012;
 Amendment: September 6, 2012;
	  	 Specific equipment described therein.
 1st Amendment: Restated collateral
 2nd Amendment:
Restated collateral
 3rd Amendment: Restated collateral

4th Amendment: Restated collateral(1a)

5th Amendment: Restated collateral(1b)

6th Amendment: Restated collateral









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
		  		  		  	 Amendment: October 4, 2013[3] ;
 Amendment:
October 4, 2013[3];
 Amendment: October 4, 2013[3];

Amendment: April 11, 2014;
 Amendment: April 11,
2014)
	  	 7th Amendment: Restated collateral

8th Amendment: Secured Party changed to Joy Technologies LLC

9th Amendment: Secured Party changed to Joy Global Underground Mining LLC

10th Amendment: Restated collateral.

11th Amendment: Debtor changed to Consol Energy Inc.

12th Amendment: Restated collateral

					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2011 0002777	  	January 3, 2011	  	Specified equipment described therein.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	JOY TECHNOLOGIES INC.	  	Delaware Department of State	  	2011 1416638	  	 April 15, 2011
  

(Amendment: August 25, 2011; Amendment: August 25, 2011; Amendment: December 6, 2011; Amendment: January 27, 2012; Amendment:
February 6, 2012; Amendment: February 10, 2012)
	  	 Specific equipment described therein.
 1st Amendment: Restated collateral
 2nd Amendment:
Debtor changed to Consol Energy Inc.
 3rd Amendment: Restated collateral

4th Amendment: Restated collateral

5th Amendment: Restated collateral

6th Amendment: Restated collateral

					
	JOY TECHNOLOGIES INC.	  	Delaware Department of State	  	2011 1416935	  	 April 15, 2011
  

(Amendment: August 25, 2011[2];
 Amendment:
August 25,
2011[2];
 Amendment: September 14, 2011;

Amendment: October 10, 2011; Amendment: December 22, 2011;

Amendment: February 10, 2012
	  	 Specific equipment described therein.
 1st Amendment: Restated collateral
 2nd Amendment:
Debtor changed to Consol Energy Inc.
  

3rd Amendment: Restated collateral

 
 4th Amendment: Restated
collateral









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 5th Amendment: Restated collateral

 
 6th Amendment: Restated
collateral

					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2011 1417313	  	 April 15, 2011
  

(Amendment: May 20, 2011; Amendment: August 25, 2011; Amendment: August 25, 2011; Amendment: December 20, 2011;

Amendment: February 14, 2012;
 Amendment: August 6, 2012;
Amendment: October 16, 2012; Amendment: April 11, 2013; Amendment: April 11, 2013 Amendment: May 16, 2013; Amendment: June 19, 2013; Amendment: June 20, 2013; Amendment: July 2, 2013; Amendment: October 22,
2013;
	  	 Specific equipment described therein.
 1st Amendment: Added collateral
 2nd Amendment: Restated
collateral
 3rd Amendment: Changed Debtor to Consol Energy Inc.

4th Amendment: Restated collateral

5th Amendment: Restated collateral

6th Amendment: Restated collateral

7th Amendment: Restated collateral

8th Amendment: Secured party changed to Joy Technologies
LLC









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  	Amendment: January 14, 2014)	  	 9th Amendment: Restated collateral

10th Amendment: Restated collateral

11th Amendment: Restated collateral

12th Amendment: Restated collateral

13th Amendment: Restated collateral

14th Amendment: Secured Party changed to Joy Global Underground Mining LLC

15th Amendment: Restated collateral

	JOY TECHNOLOGIES LLC	  	Delaware Department of State	  	2011 1417495	  	 April 15, 2011
  

(Amendment: December 20, 2011;
 Amendment: February 6,
2012;
 Amendment: February 10, 2012;
 Amendment:
June 13, 2013;
 Amendment: June 13, 2013;
 Amendment:
June 20, 2013;
	  	 Specific equipment described therein.
 1st Amendment: Restated collateral
 2nd Amendment:
Restated collateral
 3rd Amendment: Restated collateral

4th Amendment: Changed Secured party to Joy Technologies LLC

5th Amendment: Restated collateral









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  	Amendment: July 3, 2013)	  	 6th Amendment: Restated collateral

7th Amendment: Debtor changed to Consol Energy Inc.

					
	UNITED RENTALS (NORTH AMERICA), INC.	  	Delaware Department of State	  	2011 1783805	  	May 5, 2011	  	Specific equipment described therein.
					
	UNITED RENTALS (NORTH AMERICA), INC.	  	Delaware Department of State	  	2011 1783813	  	May 11, 2011	  	Specific equipment described therein.
					
	IBM CREDIT LLC	  	Delaware Department of State	  	2011 2139445	  	June 3, 2011	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2011 3319012	  	 August 25, 2011
 (Amendment: April 11, 2014;

Amendment: April 11, 2014;
 Amendment: April 11, 2014)
	  	 Specific equipment described therein.
 1st Amendment: Changed Secured Party to Joy Technologies LLC

2nd Amendment: Change Secured Party to Joy Global Underground Mining LLC

3rd Amendment: Restated collateral

					
	CHESAPEAKE FUNDING LLC	  	Delaware Department of State	  	2011 3375717	  	August 31, 2011	  	Specific equipment described therein.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	EPLUS GROUP, INC.	  	Delaware Department of State	  	2011 3547950	  	September 15, 2011	  	Specific equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2011 3645325	  	September 22, 2011	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2011 0004459	  	January 3, 2012	  	Specific equipment described therein.
	  	  	  	 (Amendment: January 25, 2013;
 Amendment:
January 25, 2013;
 Amendment: April 11, 2013;

Amendment: June 20, 2013;
 Amendment: August 30,
2013;
 Amendment: September 4, 2013;
 Amendment:
October 22, 2013;
 Amendment: October 22, 2013;

Amendment: October 22, 2013;
 Amendment: December 4,
2013)
	  	  
 1st Amendment:
Change Secured Party to Joy Technologies LLC
 2nd Amendment: Restated collateral

3rd Amendment: Restated collateral

4th Amendment: Restated collateral

5th Amendment: Restated collateral

6th Amendment: Assignment to Academy Bank, A Division of Armed Forces Bank N.A.

7th Amendment: Changed secured party to Joy Underground mining LLC

8th Amendment: Restated collateral









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 9th Amendment: changed secured party to Joy Global Underground Mining LLC

10th Amendment: Restated collateral

					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 0387227	  	January 31, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 0387250	  	January 31, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 0387268	  	January 31, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 0389017	  	January 31, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 0798969	  	March 1, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 1874629	  	May 15, 2014	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 2660142	  	July 11, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 3846906	  	October 5, 2012	  	Specific leased equipment described therein.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	EPLUS GROUP, INC.	  	Delaware Department of State	  	2012 3943174	  	October 12, 2012	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 0053208	  	January 4, 2013	  	Specific leased equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 0104787	  	January 8, 2013	  	Specific equipment described therein.
	  	  	  	 (Amendment: February 4, 2013; Amendment: April 11, 2013; Amendment: April 11, 2013;

Amendment: April 23, 2013; Amendment: October 9, 2013;

Amendment: October 9, 2013; Amendment: January 13, 2013)
	  	  
 1st Amendment:
Restated collateral
 2nd Amendment: Changed debtor to Consol Energy Inc.

3rd Amendment: Changed debtor address

4th Amendment: Restated collateral

5th Amendment: Changed secured party to Joy Global Underground Mining LLC

6th Amendment: Restated collateral

7th Amendment: Changed debtor to Consolidation Coal
Company









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

					
	 BANK OF THE WEST, TRINITY DIVISION
  

(assignee of FORSYTHE/MCARTHUR ASSOCIATED, INC.)
	  	Delaware Department of State	  	2013 0214388	  	January 16, 2013 (Amendment: January 23, 2013)	  	 Specific leased equipment described therein.
  

1st Amendment: Assignment to Bank of the West, Trinity Division

					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 0313859	  	January 24, 2013	  	Specific leased equipment described therein.
					
	CHESAPEAKE FUNDING LLC	  	Delaware Department of State	  	2013 0711649	  	February 15, 2013	  	Specific leased equipment described therein.
	  	  	  	(Amendment: August 28, 2013)	  	  
 1st Amendment:
Added collateral.

					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 1019265	  	March 18, 2013	  	Specific leased equipment described therein.
					
	IBM CREDIT LLC	  	Delaware Department of State	  	2013 1237677	  	April 1, 2013	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1401885	  	 April 11, 2013
  

(Amendment: June 20, 2013; Amendment: October 22, 2013;

Amendment: October 22, 2013)
	  	Consigned Inventory and all replacement parts and components, as described in Life Cycle Management Agreement, dated as of October 27, 2011, and all rights and monies due
thereunder.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 1st Amendment: Restated collateral

2nd Amendment: Changed secured party to Joy Global Underground Mining LLC

3rd Amendment: Restated collateral

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1401943	  	 April 11, 2013
  

(Amendment: June 20, 2013; Amendment: October 22, 2013;

Amendment: October 22, 2013)
	  	 Consigned Inventory and all replacement parts and components, as described in Life Cycle Management Agreement, dated as of October 27, 2011,
and all rights and monies due thereunder.
  
 1st Amendment: Restated collateral
 2nd Amendment:
Changed secured party to Joy Global Underground Mining LLC
 3rd Amendment: Restated
collateral

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1402388	  	 April 11, 2013
  

(Amendment: July 2, 2013; Amendment: October 22, 2013;
 Amendment:
October 22, 2013; Amendment: January 14, 2014)
	  	Consigned Inventory and all replacement parts and components, as described in Entry Driver Life Cycle Management Master Agreement, dated as of November 10, 2010, and all rights and monies due
thereunder.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 1st Amendment: Changed debtor to Consol Energy Inc.

2nd Amendment: Changed secured party to Joy Global Underground Mining LLC

3rd Amendment: Restated collateral

4th Amendment: Restated collateral

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1402453	  	 April 11, 2013
  

(Amendment: July 2, 2013; Amendment: October 22, 2013;

Amendment: October 22, 2013; Amendment: January 14, 2014)
	  	 Consigned Inventory and all replacement parts and components, as described in Entry Driver Life Cycle Management Master Agreement, dated as
of November 10, 2010, and all rights and monies due thereunder.
  
 1st Amendment: Changed debtor to Consol Energy Inc.









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 2nd Amendment: Changed

secured party to Joy Global Underground Mining LLC
 3rd Amendment: Restated collateral
 4th Amendment:
Restated collateral

					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 1635516	  	April 30, 2013	  	Specific leased equipment described therein.
					
	DEERE CREDIT, INC.	  	Delaware Department of State	  	2013 1753038	  	May 8, 2013	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1886366	  	 May 16, 2013
  

(Amendment: January 30, 2014; Amendment: January 30, 2014; Amendment: January 30, 2014)
	  	 Consigned Inventory and all replacement parts and components, as described in Life Cycle Management Agreement, dated as of September 10,
2008, and all rights and monies due thereunder.
 1st Amendment: Change secured party to Joy Global
Underground Mining LLC
 2nd Amendment: Change debtor to Consol Energy Inc.

3rd Amendment: Restated collateral









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 1886408	  	 May 16, 2013
  

(Amendment: January 30, 2013
 Amendment: January 30,
2013
 Amendment: January 30, 2013 )
	  	 Consigned Inventory and all replacement parts and components, as described in Life Cycle Management Agreement, dated as of September 10,
2008, and all rights and monies due thereunder.
 1st Amendment: Change secured party to Joy Global
Underground Mining LLC
 2nd Amendment: Change debtor to Consol Energy Inc.

3rd Amendment: Restated collateral

					
	 BANK OF THE WEST
  

(assignee of FORSYTHE/MCARTHUR ASSOCIATED, INC.)
	  	Delaware Department of State	  	2013 2133792	  	 June 5, 2013
  

(Amendment: June 11, 2013)
	  	 Specific leased equipment described therein.
  

1st Amendment: Assignment to Bank of the West

	  	  	  	  
					
	JOY TECHNOLOGIES LLC	  	Delaware Department of State	  	2013 2273879	  	 June 13, 2013
  

(Amendment: June 20, 2013; Amendment: July 3, 3013)
	  	Consigned Inventory as described in Shuttle Car Life Cycle Management Master Agreement, and all rights and monies due thereunder.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

		  		  		  		  	 1st Amendment: Restated collateral

2nd Amendment: Change debtor to Consol Energy Inc.

	JOY TECHNOLOGIES LLC	  	Delaware Department of State	  	2013 2273978	  	 June 13, 2013
  

(Amendment: June 20, 2013;
 Amendment: July 3,
2013)
	  	 Consigned Inventory as described in Shuttle Car Life Cycle Management Master Agreement, and all rights and monies due thereunder.

1st Amendment: Restated collateral

 
 2nd Amendment: Debtor changed to
Consol Energy Inc.

					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 2363589	  	June 20, 2013	  	Specific leased equipment described therein.
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2013 2828219	  	July 22, 2013	  	Specific leased equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 3911287	  	 October 4, 2013
  

(Amendment: April 11, 2014)
	  	 Consigned Inventory as described in Equipment Lease, Parts and Components, and Rebuild Agreement dated as of March 14, 2007.

1st Amendment: Debtor changed to Consol Energy
Inc.









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 3911352	  	 October 4, 2013
  

(Amendment: April 11, 2014)
	  	 Consigned Inventory as described in Equipment Lease, Parts and Components, and Rebuild Agreement dated as of March 14, 2007.

1st Amendment: Debtor changed to Consol Energy Inc

					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 3972370	  	 October 9, 2013
  

(Amendment: January 13, 2014;
 Amendment: January 14,
2014)
	  	 Consigned Inventory as described in Life Cycle Management Agreement dated as of January 23, 2013.

1st Amendment: Debtor changed to Consolidation Coal Company

2nd Amendment: Change zip code for debtor
address









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2013 3972453	  	 October 9, 2013
  

(Amendment: January 13, 2014)
	  	 Consigned Inventory as described in Life Cycle Management Agreement dated as of January 23, 2013.

 
 1st Amendment: Debtor changed to
Consolidation Coal Company

					
	 BANK OF THE WEST
  

(assignee of FORSYTHE MCARTHUR ASSOCIATES, INC.)
	  	Delaware Department of State	  	2013 4126323	  	 October 21, 2013
  

(Amendment: October 22, 2013)
	  	 Specific leased equipment described therein.
  

1st Amendment: Assignment to Bank of the West

	  	  	  	  
					
	EPLUS GROUP, INC.	  	Delaware Department of State	  	2014 0381178	  	January 29, 2014	  	Specific leased equipment described therein.
					
	HIGHLAND COMMUNITY BANK	  	Delaware Department of State	  	2014 1188127	  	March 26, 2014	  	Specific equipment described therein.
					
	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2014 1444256	  	April 11, 2014	  	Consigned Inventory as described in Continuous Miner Life Cycle Management Master Agreement dated as of July 1, 2011.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	JOY GLOBAL UNDERGROUND MINING LLC	  	Delaware Department of State	  	2014 1444405	  	April 11, 2014	  	Consigned Inventory as described in Continuous Miner Life Cycle Management Master Agreement dated as of July 1, 2011.
					
	Pennsylvania Department of Revenue	  	Pennsylvania Department of Revenue	  	2011-01683	  	March 22, 2011	  	Tax lien in the amount of $1,333,435.50 that is being contested

 Debtor: CONSOL Mining Company LLC (f/k/a Consolidated Coal Company) 

 

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	 CAPITALSOURCE BANK
	  	Delaware Department of State	  	2013 1207118	  	 March 29, 2013
  

(Amendment: December 5, 2013)
	  	 Specific equipment described therein
  

Amendment: Change debtor name

	  	  	  	  
					
	PNC EQUIPMENT FINANCE, LLC	  	Delaware Department of State	  	2013 1243881	  	 April 1, 2013
  

(Amendment: December 5, 2013 [2])
	  	 Specific equipment described therein
  

Amendment: Change debtor name

	  	  	  	  
					
	SIGNATURE FINANCIAL LLC	  	Delaware Department of State	  	2013 1364265	  	 April 1, 2013
  

(Amendment: December 6, 2013)
	  	 Specific equipment described therein 
  

Amendment: Change debtor name

	  	  	  	  








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	BMO HARRIS EQUIPMENT FINANCE COMPANY	  	Delaware Department of State	  	2013 1367482	  	 April 1, 2013
  

(Amendment: December 6, 2013)
	  	 Specific equipment described therein
  

Amendment: Change debtor name

					
	MACQUARIE CORPORATE AND ASSET FUNDING INC.	  	Delaware Department of State	  	2013 1878017	  	 May 16, 2013
  

(Amendment: December 6, 2013)
	  	 Specific equipment described therein
  

Amendment: Change debtor name

					
	UMPQUA BANK	  	Delaware Department of State	  	2013 1879098	  	 May 16, 2013
  

(Amendment: December 5, 2013)
	  	 Specific equipment described therein
  

Amendment: Change debtor name

					
	CAPITALSOURCE BANK	  	Delaware Department of State	  	2013 1885780	  	 May 16, 2013
  

(Amendment: December 5, 2013)
  
	  	 All equipment that Secured Party has leased to Debtor
  

Amendment: Change debtor name

					
	PNC EQUIPMENT FINANCE, LLC	  	Delaware Department of State	  	2013 1900290	  	 May 17, 2013
  

(Amendment: December 5, 2013 [2])
  
	  	 Specific equipment described therein
  

Amendment: Change debtor name









									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	FIRSTMERIT EQUIPMENT FINANCE, INC.	  	Delaware Department of State	  	2013 2033489	  	 May 29, 2013
  

(Amendment: December 9, 2013)
	  	 All equipment that Secured Party has leased to Debtor
  

Amendment: Change debtor name

					
	UMPQUA BANK	  	Delaware Department of State	  	2013 4798733	  	December 5, 2013	  	Specific leased equipment described therein.
					
	PNC EQUIPMENT FINANCE, LLC	  	Delaware Department of State	  	2013 4799699	  	December 5, 2013	  	Specific leased equipment described therein.
					
	CAPITALSOURCE BANK	  	Delaware Department of State	  	2013 4799806	  	December 5, 2013	  	Specific leased equipment described therein.
					
	BMO HARRIS EQUIPMENT FINANCE COMPANY	  	Delaware Department of State	  	2013 4815560	  	December 6, 2013	  	Specific leased equipment described therein.
					
	MACQUARIE CORPORATE AND ASSET FUNDING INC.	  	Delaware Department of State	  	2013 4820180	  	December 6, 2013	  	Specific leased equipment described therein.
					
	PNC EQUIPMENT FINANCE, LLC	  	Delaware Department of State	  	2013 4827474	  	December 6, 2013	  	Specific leased equipment described therein.
					
	SIGNATURE FINANCIAL LLC	  	Delaware Department of State	  	2013 4829561	  	December 6, 2013	  	Specific leased equipment described therein.








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	EH NATIONAL BANK	  	Delaware Department of State	  	2013 4887346	  	December 11, 2013	  	Specific equipment described therein
					
	CIT FINANCE LLC	  	Delaware Department of State	  	2013 5054201	  	December 20, 2013	  	Specific leased equipment described therein.
					
	FIRSTMERIT EQUIPMENT FINANCE, INC.	  	Delaware Department of State	  	2014 0081620	  	January 8, 2014	  	Specific leased equipment described therein.

 Debtor: CONSOL of Kentucky Inc. 
  

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2007 1636017	  	 May 1, 2007
  

(Continuation: April 9, 2012)
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2007 1636082	  	 May 1, 2007
  

(Continuation: April 9, 2012)
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2008 3424254	  	 October 9, 2008
  

(Continuation: May 13, 2013)
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2009 2287362	  	July 16, 2009	  	Specific equipment described therein








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2009 2287362	  	 July 16, 2009
 (Amendment: March 4,
2010; Continuation: February 4, 2014)
	  	 Specific equipment described therein
  

Amendment: Added specific equipment

					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2009 3358816	  	October 19, 2009	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2009 3808976	  	November 39, 2009	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2010 1458607	  	April 27, 2010	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2010 2767931	  	August 9, 2010	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 0460736	  	February 8, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1023111	  	March 18, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1142275	  	March 29, 2011	  	Specific equipment described therein








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1178659	  	March 30, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1178691	  	March 30, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1229528	  	April 4, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1228674	  	April 6, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1599888	  	April 28, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1599979	  	April 28, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 4165877	  	October 28, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 4903400	  	December 21, 2011	  	Specific equipment described therein








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 0854002	  	March 6, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1637307	  	April 27, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1657446	  	April 30, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1666140	  	April 30, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1666173	  	April 30, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1700113	  	May 2, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1992454	  	May 23, 2012	  	Specific equipment described therein








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 2194522	  	June 7, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 3011378	  	August 3, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 3549120	  	September 14, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 3549138	  	September 14, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 0242538	  	January 18, 2013	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 0242736	  	January 18, 2013	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 0635160	  	February 18, 2013	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 1999508	  	May 24, 2013	  	Specific equipment described therein







 Debtor: Consol Pennsylvania Coal Company LLC 

 

									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2007 4398730	  	 November 19, 2007
  

(Continuation: June 22, 2012
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2008 1053501	  	 March 26, 2008
  

(Continuation: March 11, 2013)
	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2009 0929189	  	 March 24, 2009
  

(Continuation: November 5, 2013)
	  	Specific equipment described therein
					
	US BANCORP EQUIPMENT FINANCE, INC.	  	Delaware Department of State	  	2009 2520655	  	August 6, 2009	  	Specific equipment described therein
					
	THE FIFTH THIRD LEASING COMPANY (assignee of RBS ASSET FINANCE, INC.)	  	Delaware Department of State	  	2009 2525613	  	 August 6, 2009
  

(Assignment: March 16, 2011)
	  	 Specific leased equipment described therein
  

Assigned to The Fifth Third Leasing Company

	  	  	  	  








									
	 Secured Party (exactly as

listed on UCC)
	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	 Collateral / Description

of Amendments

	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2010 2341109	  	July 6, 2010	  	Specific equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2010 2600793	  	July 27, 2010	  	Specific leased equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2010 3383845	  	September 29, 2010	  	Specific leased equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1178709	  	March 30, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1794356	  	May 12, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1810558	  	May 12, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 1914277	  	May 20, 2011	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 2072216	  	June 1, 2011	  	Specific equipment described therein








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2011 2322298	  	June 17, 2011	  	Specific equipment described therein
					
	REAL LEASE, INC.	  	Delaware Department of State	  	2011 4462423	  	 November 21, 2011
  

(Amendment: November 28, 2011)
	  	 Specific equipment described therein
  

Amendment: Added addition equipment

					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 0755100	  	February 27, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1199126	  	March 29, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2012 1505801	  	April 18, 2012	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 0336611	  	 January 25, 2013
  

(Amendment: March 20, 2013)
	  	 Specific equipment described therein
  

Amendment: Added additional equipment

					
	MACQUARIE CORPORATE AND ASSET FUNDING INC.	  	Delaware Department of State	  	2013 0423641	  	January 31, 2013	  	Specific leased equipment described therein








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	GENERAL ELECTRIC CAPITAL CORPORATION	  	Delaware Department of State	  	2013 0430521	  	February 1, 2013	  	Specific leased equipment described therein
					
	UMPQUA BANK	  	Delaware Department of State	  	2013 0431693	  	February 1, 2013	  	Specific leased equipment described therein
					
	REGIONS EQUIPMENT FINANCE CORPORATION	  	Delaware Department of State	  	2013 0434226	  	February 1, 2013	  	Specific leased equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2013 0438268	  	February 1, 2013	  	Specific leased equipment described therein
					
	PEOPLE’S CAPITAL AND LEASING CORP.	  	Delaware Department of State	  	2013 0500398	  	February 6, 2013	  	Specific leased equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2013 0553637	  	February 11, 2013	  	Specific equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2013 2343581	  	June 19, 2013	  	Specific leased equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2013 2346618	  	June 19, 2013	  	Specific leased equipment described therein








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2013 4804242	  	December 5, 2013	  	Specific leased equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2014 1076561	  	March 19, 2014	  	Specific equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2014 1076587	  	March 19, 2014	  	Specific equipment described therein
					
	SIGNATURE FINANCIAL LLC	  	Delaware Department of State	  	2014 1212471	  	March 28, 2014	  	Specific leased equipment described therein
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	Delaware Department of State	  	2014 1217967	  	March 28, 2014	  	Specific equipment described therein
					
	CIT FINANCE LLC	  	Delaware Department of State	  	2014 1230556	  	March 28, 2014	  	Specific equipment described therein
					
	PNC EQUIPMENT FINANCE, LLC	  	Delaware Department of State	  	2014 1279900	  	April 1, 2014	  	Specific leased equipment described therein
					
	MANUFACTURERS AND TRADERS TRUST COMPANY	  	Delaware Department of State	  	2014 1280601	  	April 1, 2014	  	Specific leased equipment described therein
					
	BANC OF AMERICA LEASING & CAPITAL, LLC	  	Delaware Department of State	  	2014 1296151	  	April 2, 2014	  	Specific leased equipment described therein








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	CARRI COLLINGWOOD, Individually, as ADMINISTRATRIX of the ESTATE OF SHAWN M COLLINGWOOD, deceased, and as parent and natural guardian of CAITLIN COLLINGWOOD, a minor and CARLENE COLLINGWOOD, a minor	  	Washington County, Pennsylvania	  	Civil Division No. 2010-2186	  	April 4, 2014	  	 Judgment in the amount of $2,645,144.25
  

Consol Pennsylvania Coal Company LLC, has appealed numerous issues after trial in a wrongful-death suit. The case is currently on appeal.


 Debtor: Fola Coal Company, L.L.C. 
  

									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800215212	  	 May 29, 2008
  

(Continuation: March 11, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800225062	  	 June 17, 2008
  

(Continuation: January 16, 2013)
	  	Specific equipment described therein.








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800229995	  	 June 24, 2008
  

(Continuation: January 16, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800234173	  	 July 1, 2008
  

(Continuation: January 16, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800234185	  	 July 1, 2008
  

(Continuation: January 16, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800234209	  	 July 1, 2008
  

(Continuation: January 16, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200800242143	  	 July 17, 2008
  

(Continuation: March 19, 2013)
	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	200900346689	  	 April 8, 2009
  

(Continuation: November 6, 2013)
	  	Specific equipment described therein.








									
	Secured Party (exactly as
listed on UCC)	  	Search Jurisdiction	  	Original Filing Number	  	Filing Dates	  	Collateral / Description
of Amendments
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138420948	  	April 29, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138456021	  	July 18, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138456045	  	July 18, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138457086	  	July 19, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138480779	  	September 26, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138480781	  	September 26, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201138510318	  	December 16, 2011	  	Specific equipment described therein.
					
	CATERPILLAR FINANCIAL SERVICES CORPORATION	  	West Virginia Secretary of State	  	201238561898	  	May 4, 2012	  	Specific equipment described therein.







 Schedule 8.2.4 

Existing Investments 
  

					
	 Fairmont Supply:
	  			
		
	 Computer Equipment Operating Lease
	  	$	219,000	  
		
	 Vending Machine Operating Lease
	  	$	10,000	  
		
	 Surety Bonds
	  	$	351,000	  
		
	 Letters of Credit
	  	$	100,000	  
		
	 Greenshale Energy:
	  			
		
	 Office Building Operating Lease
	  	$	609,000	  
		
	 Murray Energy:
	  			
		
	 PA Workers’ Compensation Claims
	  	$	14,500,000	  
		
	 Existing Joint Ventures:
	  			
		
	 Buchanan Generation LLC
	  	$	21,276,000	  
		
	 Mon-View
	  	$	3,049,000	  
		
	 Shaft Drillers
	  	$	61,996,000	  
		
	 Harrison Resources
	  	$	424,000	  
		
	 Western Allegheny Energy
	  	$	20,990,000	  
		
	 Epiphany Solar Water Systems
	  	$	387,000	  
		
	 CONE Gathering LLC
	  	$	215,830,000	  







 Schedule 8.2.4(y) 

CCC Disposed Entities Operating Leases 

Murray Energy Corporation: 
 Caterpillar
Equipment Operating Lease 
 Joy LCM Equipment Operating Lease 

River Barges Operating Lease 

Computer Equipment Operating Lease 
 Note:
Leases have been assigned/transferred to Murray Energy Corporation, but CEI remains the Guarantor. 






 Schedule 8.2.8 

Existing Affiliate Transactions 
 1.
Master Separation Agreement, dated as of August 1, 2005, by and among CONSOL Energy, Inc., CNX Gas Corporation, and the subsidiaries named thereto as amended, modified, replaced or supplemented from time to time prior to the Closing Date. 

2. Master Cooperation and Safety Agreement, dated as of August 1, 2005, by and among CONSOL Energy, Inc., CNX Gas Corporation, and the subsidiaries named
thereto, as amended by Amendment No. 1, dated as of May 30, 2008, as amended, modified, replaced or supplemented from time to time prior to the Closing Date. 

3. Tax Sharing Agreement, dated as of August 1, 2005, by and among CONSOL Energy Inc. and CNX Gas Corporation, as amended, modified, replaced or
supplemented from time to time prior to the Closing Date. 
 4. Master Lease, dated as of August 1, 2005, by and between CONSOL Energy Inc., the
subsidiaries and entities signatory thereto, and CNX Gas Company LLC as amended, modified, replaced or supplemented from time to time prior to the Closing Date. 

5. Services Agreement, dated as of August 1, 2005, by and among CONSOL Energy Inc., CNX Land Resources Inc., CNX Gas Corporation, and the other parties
signatory thereto, as amended, modified, replaced or supplemented from time to time prior to the Closing Date. 
 6. Services Agreement, dated as of
April 1, 2010, by and among CONSOL Energy Inc. and its subsidiaries (other than CNX Gas Corporation and its subsidiaries) and CNX Gas Corporation and its subsidiaries, as amended, modified, replaced or supplemented from time to time prior to
the Closing Date. 






 Schedule 8.2.15 

Existing Restrictions on Subsidiaries 
  

	1.	$1,250,000,000 aggregate principal amount of the Borrower’s 8.250% Senior Notes due 2020 (the “2020 Notes”). 

  

	2.	Indenture, dated April 1, 2010, among the Borrower, each of the Borrower’s subsidiaries (each such subsidiary, a “Guarantor”, and collectively, the “Guarantors”) and The Bank
of Nova Scotia Trust Company of New York, as trustee (the “Trustee”) for the 2020 Notes. 

  

	3.	$250,000,000 aggregate principal amount of the Borrower’s 6.375% Senior Notes due 2021 (the “2021 Notes”). 

  

	4.	Indenture, dated March 9, 2011, among the Borrower, certain of its subsidiaries, and the Trustee, as trustee for the 2021 Notes. 


 

	5.	$1,600,000,000 aggregate principal amount of the Borrower’s 5.875% Senior Notes due 2022 (the “2022 Notes”). 

  

	6.	Indenture, dated April 16, 2014, among the Borrower, certain of its subsidiaries, and Wells Fargo Bank, National Association, as trustee for the 2022 Notes. 


 

	7.	Amended and Restated Receivables Purchase Agreement, dated as of April 30, 2007, by and among CNX Funding Corporation, as seller (the “Seller”), CONSOL Energy Inc., as initial servicer (the
“Initial Servicer”), the sub-servicers party thereto (the “Sub-Servicers”), the conduit purchasers party thereto (the “Conduit Purchasers”), the purchaser agents party thereto (the
“Purchaser Agents”), the “LC Participants” party thereto (the “LC Participants”) and PNC Bank, National Association, as administrator for the Conduit Purchasers (the “Administrator”) and
as issuer of letters of credit (the “LC Bank”). 

  

	8.	First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 9, 2007, by and among the Seller, the Initial Servicer, the Conduit Purchasers party thereto, the Purchaser Agents party
thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	9.	Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 27, 2007, by and among the Seller, the Initial Servicer, the Conduit Purchasers party thereto, the Purchaser Agents party
thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	10.	Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 2007, by and among the Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party
thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	11.	Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2009, by and among the Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party
thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 








	12.	Fifth Amendment to Amended and Restated Receivables Purchase Agreement and Waiver, dated as of March 12, 2010, by and among the Seller, the Initial Servicer, the Sub Servicers party thereto, the Conduit Purchasers
party thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	13.	Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 23, 2010, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto,
the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	14.	Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of March 30, 2012, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party
thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	15.	Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 8, 2012, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party
thereto, the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	16.	Ninth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2013, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party
thereto, the Purchaser Agents party thereto, the LC Participants party thereto, Market Street Funding LLC, the Administrator and the LC Bank. 

  

	17.	Tenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of March 28, 2014, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto,
the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank. 

  

	18.	Eleventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of May 23, 2014, by and among Seller, the Initial Servicer, the Sub-Servicers party thereto, the Conduit Purchasers party thereto,
the Purchaser Agents party thereto, the LC Participants party thereto, the Administrator and the LC Bank 

  

	19.	Purchase and Sale Agreement, dated as of April 30, 2003, by and among CONSOL Energy Inc. and the other originators party thereto (collectively, the “Originators”), the Initial Servicer and CNX
Funding Corporation (the “CNX Funding”). 

  

	20.	First Amendment to Purchase and Sale Agreement, dated as of April 30, 2007, by and among the Originators party thereto and CNX Funding. 


 

	21.	Second Amendment to Purchase and Sale Agreement, dated as of November 16, 2007, by and among the Originators party thereto and CNX Funding. 


 

	22.	Third Amendment to the Purchase and Sale Agreement, dated as of March 12, 2010, by and among the Originators party thereto and CNX Funding 







 Schedule 8.2.16 

Existing Negative Pledge Agreements 

None. 






 Schedule 11.5.1 

Notice Information 
 ADMINISTRATIVE
AGENT: 
  

			
	Name:	  	PNC Bank, National Association
	Address:	  	One PNC Plaza
		  	249 Fifth Avenue
		  	Pittsburgh, Pennsylvania 15222-2707
	Attention:	  	Richard C. Munsick
	Telephone:	  	(412) 762-4299
	Telecopy:	  	(412) 705-3232
		
	Name:	  	Agency Services
	Address:	  	PNC Firstside Center, 4th Floor
		  	500 First Avenue
		  	Pittsburgh, Pennsylvania 15219
	Attention:	  	Kristen Wilk
	Telephone:	  	(412) 768-0403
	Telecopy:	  	(412) 762-8672

 LOAN PARTIES: 
  

			
	Address:	  	1000 CONSOL Energy Drive
		  	Canonsburg, PA 15317
	Attention:	  	Treasury Department
	Telephone:	  	(724) 485-4128
	Telecopy:	  	(724) 485-6030







 EXHIBIT 1.1(A) 

FORM OF 
 ASSIGNMENT AND
ASSUMPTION AGREEMENT 
 THIS ASSIGNMENT AND ASSUMPTION (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed
consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and
obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any Revolving Credit Commitments, letters of credit, guarantees, and
swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]
“Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 

 

							
	1.	    	Assignor[s]:	  	  
	  	
				
		    		  	  
	  	
		    	[Assignor [is] [is not] a Defaulting Lender]	  	
				
	2.	    	Assignee[s]:	  	  
	  	
				
		    		  	  
	  	
		    	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]


 

	1 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	2 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 


	3 	Select as appropriate. 


	4 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 








							
				
	3.	    	Borrower(s):	  	CONSOL Energy Inc.	  	
			
	4.	    	Administrative Agent:	  	PNC Bank, National Association, as the Administrative Agent under the Credit Agreement
			
	5.	    	Credit Agreement:	  	Amended and Restated Credit Agreement, dated June 18, 2014 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among CONSOL Energy Inc., a
Delaware corporation (“Borrower”), each of the Guarantors now or hereafter party thereto (“Guarantors”), the Lenders now or hereafter party thereto, PNC Bank, National Association, in its capacity as administrative
agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the Syndication Agent.
			
	6.	    	Assigned Interest[s]:	  	

  

																	
	 Assignor[s]5
	  	Assignee[s]6	  	Aggregate Amount of
Commitment/Loans for all Lenders7	 	  	Amount of
Commitment/Loans
Assigned8	 	  	Percentage Assigned of
Commitment/Loans8	 	 	CUSIP
Number
		  		  	$	        	  	  	$	        	  	  	 	  	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	  	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	  	% 	 	

  

							
			
	[7.	  	Trade Date:	  	
                          
      ]9


 [Page break] 

  
  

	5 	List each Assignor, as appropriate. 


	6 	List each Assignee, as appropriate. 


	7 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	8 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	9 	To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 -2- 







 Effective Date:                 
    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR[S]10
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE[S]11
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  

	10 	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 


	11 	Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 


  
 -3- 








			
	[Consented to and]12 Accepted:
	
	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[Consented to:
	
	[Insert Signature Blocks for each Issuing Lender that has issued outstanding Letters of Credit]
		
	By:	 	  

	Name:	 	
	Title:	 	                     ]13
	
	[Consented to:]14
	
	CONSOL ENERGY INC.
		
	By:	 	  

	Name:	 	
	Title:	 	

  

	12 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	13 	To be added only if the consents of the Issuing Lenders are required by the terms of the Credit Agreement. 


	14 	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.  


  
 -4- 







 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee[s]. [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.8.2. of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.8.2.(c) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 8.3 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest,
(vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to
[the][the relevant] Assignee for amounts which have accrued from and after the 






 
Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to
[the][the relevant] Assignee. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy or by electronic signature delivery system (in either case in a form acceptable to the Administrative Agent) shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 -2- 







 EXHIBIT 1.1(B) 

NEW LENDER JOINDER 

Reference is made to the Amended and Restated Credit Agreement, dated as of June 18, 2014 (as amended, supplemented, restated or modified
from time to time, the “ Credit Agreement”), by and among CONSOL Energy Inc., a Delaware corporation (“Borrower”), each of the Guarantors (“Guarantors”), the Lenders now or hereafter party thereto, PNC Bank, National
Association in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as Syndication Agent. This agreement (“Joinder”) is the “New Lender Joinder” referred to in the
Credit Agreement. 
 Agreement 

Unless otherwise defined herein, terms defined in the Credit Agreement (defined above) are used herein with the same meanings. 

The Person named on the signature pages hereof as the “New Lender” (the “New Lender”), intending to be legally bound
hereby, joins and becomes a “Lender” and a “New Lender” under the Credit Agreement and each of the other Loan Documents as of the date set forth on the signature page hereof (the “Effective Date”) and, pursuant to
Section 2.12 of the Credit Agreement, the New Lender hereby agrees as follows: 
 1. As of the Effective Date and to the extent of the
Revolving Credit Commitment of the New Lender set forth on the signature page hereto: (i) the New Lender hereby agrees that it is and shall be deemed to be, and it hereby assumes the obligations of, a “Lender” and a “New
Lender” under the Credit Agreement and each of the other Loan Documents; and the New Lender shall be entitled to the benefits, rights, privileges and remedies of a “Lender” and a “New Lender” under the Credit Agreement and
each of the other Loan Documents. 
 2. The New Lender acknowledges and agrees that the Administrative Agent, each other agent under the
Credit Agreement and each Lender makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan
Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto or (ii) the financial
condition of Borrower or the performance or observance by Borrower of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto. 

3. The New Lender (i) confirms that it has received a copy of the Credit Agreement (including any modifications thereof or supplements or
waivers thereto), together with copies of the financial statements (if any) referred to in Sections 8.3.1 and 8.3.2 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other agent or any Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Syndication Agent, as applicable, to take such actions on its behalf and to
exercise such powers under the Loan Documents as are delegated to the Administrative Agent or the Syndication Agent, as applicable, by the terms thereof; (iv) agrees that it will become a party to and be bound by the Credit Agreement on the
Effective Date as if 






 
it were an original Lender thereunder and will have the rights and obligations of a Lender thereunder and will perform in accordance with their terms all of the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender; and (v) specifies as its address for notices the office set forth beneath its name on the signature pages hereof. 

4. Following the execution of this Joinder, it will be delivered to the Borrower and the Administrative Agent for acceptance and for recording
by the Administrative Agent. 
 5. Upon such acceptance and recording, as of the Effective Date, (i) the New Lender shall be a party to
the Credit Agreement and, to the extent provided in this Joinder, have the rights and obligations of a Lender thereunder and under the Loan Documents, and (ii) the Revolving Credit Commitment of the Lenders, including the New Lender, shall be
as set forth in Schedule 1.1(B) hereto. 
 6. Upon such acceptance and recording from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit Agreement and the Revolving Credit Notes in respect and to the extent of the interest of the New Lender assumed hereby (including, without limitation, all payments of principal, interest,
and other fees, costs and expenses with respect thereto) to the New Lender. 
 7. This Joinder shall be governed by and construed in
accordance with the laws of the State of New York. 
 8. This Joinder may be signed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument; and delivery of executed signature pages hereof by telecopy transmission from one party to another shall constitute effective and binding execution and
delivery of this Joinder by such party. 
 [SIGNATURE PAGES FOLLOW] 

  
 -2- 







 [SIGNATURE PAGE - NEW LENDER JOINDER] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have duly executed this Joinder and delivered the same to the
Administrative Agent and the Borrower as of the Effective Date. 
  

			
	NEW LENDER:
	
	  

		
	EFFECTIVE DATE:	 	  

	COMMITMENT: $	 	  



 
			
		
	By:	 	  

	Name:
	Title:


 
			
	
	Notice Address:
	  

	  

	  

		
	Telephone No.:	 	  

	Telecopier No.:	 	  

	Email:	 	  

	Attention:	 	  



 
			
	
	CONSENTED TO:
	
	 PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

		
	By:	 	  

	Name:
	Title:


 
			
	
	AGREED AND ACKNOWLEDGED:
	
	CONSOL ENERGY INC.
		
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT 1.1(G)(1) 

FORM OF 
 GUARANTOR
JOINDER AND ASSUMPTION AGREEMENT 
 THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of
            , 20    , by
                                        , a
                     [corporation/partnership/limited liability company] (the “New Guarantor”). 

Background 
 Reference is
made to (i) the Amended and Restated Credit Agreement, dated as of June 18, 2014 (as the same may be amended, supplemented, restated or modified from time to time, the “Credit Agreement”), by and among CONSOL Energy Inc.,
a Delaware corporation (“Borrower”), each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto (the “Lenders”), PNC Bank, National Association, in its capacity as
administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as Syndication Agent; (ii) the Amended and Restated Continuing Agreement of Guaranty and Suretyship, dated as of June 18, 2014,
as the same may be amended, restated, supplemented or modified from time to time (the “Guaranty”), of Guarantors given to the Administrative Agent for the benefit of the Lenders; (iii) the Amended and Restated Security
Agreement, dated as of June 18, 2014, as the same may be amended, restated, supplemented or modified from time to time (the “Security Agreement”), among the Loan Parties, as pledgors and guarantors, and the Collateral Agent
(each as defined therein) for the benefit of the Secured Parties (as defined therein); (iv) the Amended and Restated Intercompany Subordination Agreement, dated as of June 18, 2014, as the same may be amended, restated, supplemented or
modified from time to time (the “Intercompany Subordination Agreement”), among the Loan Parties and the Administrative Agent for the benefit of the Lenders; (v) the Amended and Restated Regulated Substance Certificate and
Indemnity Agreement, dated as of June 18, 2014, as the same may be amended, restated, supplemented or modified from time to time (the “Indemnity Agreement”), among the Loan Parties and the Collateral Agent (as defined therein)
for the benefit of the Secured Parties (as defined therein); (vi) the Amended and Restated Patent, Trademark and Copyright Security Agreement, dated as of June 18, 2014, as the same may be amended, restated, supplemented or modified from
time to time (the “Patent, Trademark and Copyright Security Agreement”), among the Loan Parties, as pledgers, and the Collateral Agent (as defined therein) and (vii) the other Loan Documents referred to in the Credit Agreement,
as the same may be amended, restated, supplemented or modified from time to time (all documents listed in this paragraph shall collectively be referred to herein as the “Loan Documents”). 

Agreement 
 Capitalized
terms defined in the Credit Agreement are used herein as defined therein. 
 New Guarantor hereby becomes a Guarantor under the terms of the
Credit Agreement and in consideration of the value of the synergistic and other benefits received by New Guarantor as a result of being or becoming affiliated with the Borrower and the Guarantors, New Guarantor hereby agrees that effective as of the
date hereof it hereby is, and shall be deemed to be, and assumes the obligations of, a “Loan Party” and a “Guarantor”, jointly and severally with the existing Loan Parties and Guarantors under the Credit Agreement, a
“Guarantor”, jointly and severally with the existing Guarantors under the Guaranty, a “Company” jointly and severally with the existing “Companies” under the Intercompany Subordination Agreement, a “Loan
Party” jointly and severally under the Indemnity Agreement, a “Pledgor” and a “Guarantor” jointly and severally under the Security Agreement and a Loan Party or Guarantor, as the case may be, under each of the other Loan
Documents to which the Loan Parties or 






 
Guarantors are required to become a party pursuant to the terms of Section 8.1.9 of the Credit Agreement; and, New Guarantor hereby agrees that from the date hereof and until Payment In
Full, New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty, Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement and each of the other
Loan Documents to which Loan Parties are required to become parties pursuant to the terms of Section 8.1.9 of the Credit Agreement jointly and severally with the existing parties thereto. Without limiting the generality of the foregoing, New
Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Section 6 of the Credit Agreement applicable to such Loan Party is true and correct as to New Guarantor on and as of the date hereof
and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty, Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement and each of the other Loan Documents (including any
modifications thereof or supplements or waivers thereto) in effect on the date hereof to which New Guarantor is required to become a party. 

New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement, Guaranty,
Intercompany Subordination Agreement, Indemnity Agreement, Security Agreement, and each of the other Loan Documents to which New Guarantor is becoming a party pursuant to the terms of the preceding paragraph. 

New Guarantor is simultaneously delivering to the Administrative Agent and the Collateral Agent all appropriate documents, instruments, other
agreements, financing statements, appropriate stock powers and certificates required under Section 8.1.9 of the Credit Agreement. 
 In
furtherance of the foregoing, upon the request of the Administrative Agent, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be
done such further acts as may be reasonably necessary in the reasonable opinion of Administrative Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder and Assumption Agreement and the other Loan Documents. 

New Guarantor acknowledges and agrees that a telecopy transmission or electronic copy (with confirmation of receipt) to the Administrative
Agent or any Lender of signature pages hereof purporting to be signed on behalf of New Guarantor shall constitute effective and binding execution and delivery hereof by New Guarantor. 

  
 -2- 







 [SIGNATURE PAGE OF GUARANTOR

JOINDER AND ASSUMPTION AGREEMENT] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly executed this Guarantor Joinder and Assumption
Agreement and delivered the same to the Administrative Agent for the benefit of the Lenders, as of the date and year first above written with the intention that this Guarantor Joinder and Assumption Agreement constitute a sealed instrument. 

 

			
	NEW GUARANTOR:
	
	  

		
	By:	 	                                      
                                    (SEAL)
	Name:	 	
	Title:	 	


  

			
	Acknowledged:
	
	CONSOL ENERGY INC., as Borrower
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Acknowledged and accepted:
	
	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	







 EXHIBIT 1.1(G)(2)

FORM OF 
 AMENDED AND
RESTATED CONTINUING
 AGREEMENT OF GUARANTY AND SURETYSHIP 

This Amended and Restated Continuing Agreement of Guaranty and Suretyship (this “Guaranty”), dated as of this June 18,
2014, is jointly and severally given by each of the UNDERSIGNED and each of the other Persons which become Guarantors hereunder from time to time (each a “Guarantor” and collectively the “Guarantors”) in
favor of PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Lenders and the collateral agent for the Secured Parties, as defined below (the “Administrative Agent”), in connection with that
certain Amended and Restated Credit Agreement, dated as of the date hereof, by and among, CONSOL Energy Inc., a Delaware corporation (the “Borrower”), the Guarantors now or hereafter party thereto, the Administrative Agent, Bank of
America, N.A. as Syndication Agent, and the Lenders now or hereafter party thereto (as amended, restated, modified, or supplemented from time to time hereafter, the “Credit Agreement”). Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed to them by the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Guaranty. 

1. Guarantied Obligations. To induce the Administrative Agent and the Secured Parties to make loans and grant other financial
accommodations to the Borrower under the Credit Agreement, the Specified Swap Agreements and the Other Lender Provided Financial Products, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Administrative
Agent and each Secured Party, and becomes surety, as though it was a primary obligor for, the full, strict and indefeasible payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any
amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of: (i) all Obligations, including, without limiting the
generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any of the Secured Parties, under or in connection with the Credit Agreement, any
other Loan Document or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations,
liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities,
and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any of the Loan Parties or that would have arisen or accrued but for the commencement of such proceeding
(including without limitation, interest after default), even if the claim for such obligation, liability or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from
any extensions of credit under or in connection with the Loan Documents or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the
amount committed under or contemplated by the Loan Documents, any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which any condition to extension of credit is not satisfied),
(ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return
unpaid of, or other failure of the Administrative Agent or any Secured Party to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s
or any Secured Party’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of
the foregoing 






 
(all of the foregoing obligations, liabilities and indebtedness, subject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and
each as a “Guarantied Obligation”); it being understood that the Guarantied Obligations of the Borrower shall only include the Obligations of the other Loan Parties; provided that, with respect to each Guarantor that is not a
Qualified ECP Loan Party, the Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this
Guaranty if the Administrative Agent or any of the Secured Parties (or any one or more assignees or transferees thereof) from time to time assigns or otherwise transfers all or any portion of their respective rights and obligations under the Loan
Documents, or any other Guarantied Obligations, to any other Person as provided by the Loan Documents; by the Specified Swap Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor
jointly and severally agrees as follows: 
 2. Guaranty. Each Guarantor hereby promises to pay and perform all such Guarantied
Obligations when due and payable, after the expiration of any applicable cure periods, immediately upon demand of the Administrative Agent and the Secured Parties or any one or more of them. All payments made hereunder shall be made by each
Guarantor in immediately available funds in U.S. Dollars and shall be made without setoff, counterclaim, withholding, or other deduction of any nature. Each Guarantor further agrees that its guaranty hereunder constitutes a guaranty of payment when
due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on
the books of the Administrative Agent or any other Secured Party in favor of any Borrower or any other person. 
 3. Obligations
Absolute. The obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by any Secured Party, the Administrative Agent, or the Borrower
or any other obligor on any of the Guarantied Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as
a discharge of any Guarantor as a matter of law or equity, except for, and to the extent of, payment and performance of the Guarantied Obligations. Each of the Guarantors agrees that the Guarantied Obligations will be paid and performed strictly in
accordance with the terms of the Loan Documents, the Specified Swap Agreements and the Other Lender Provided Financial Service Products. Without limiting the generality of the foregoing, each Guarantor hereby consents to, at any time and from time
to time, and the joint and several obligations of each Guarantor hereunder shall not be diminished, terminated, or otherwise similarly affected by any of the following: 

(a) Any lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar
proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Guarantied Obligations and regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any
of the Guarantied Obligations, any of the terms of the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, or any rights of the Administrative Agent or the Secured Parties or any other Person with respect
thereto; 
 (b) Any increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange,
compromise or settlement of the Guarantied Obligations (whether or not contemplated by the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products as presently constituted); any change in the time, manner,
method, or place of payment or performance of, or in any other term of, any of the Guarantied Obligations; any execution or delivery of any additional Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products; or
any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Guarantied Obligations; 

  
 -2- 







 (c) Any failure to assert any breach of or default under any Loan Document or any of the
Guarantied Obligations; any extensions of credit in excess of the amount committed under or contemplated by the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, or in circumstances in which any condition
to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or non-exercise, of any right or remedy against the
Borrower or any other Person under or in connection with any Loan Document or any of the Guarantied Obligations; any refusal of payment or performance of any of the Guarantied Obligations, whether or not with any reservation of rights against any
Guarantor; or any application of collections (including but not limited to collections resulting from realization upon any direct or indirect security for the Guarantied Obligations) to other obligations, if any, not entitled to the benefits of this
Guaranty, in preference to Guarantied Obligations entitled to the benefits of this Guaranty, or if any collections are applied to Guarantied Obligations, any application to particular Guarantied Obligations; 

(d) Any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss, or
impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful
action by the Administrative Agent or the Secured Parties, or any of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction
by any of the Administrative Agent or the Secured Parties, or any of them, or any other Person in respect of, any direct or indirect security for any of the Guarantied Obligations. As used in this Guaranty, “direct or indirect security”
for the Guarantied Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing
direct or indirect assurance of payment or performance of any of the Guarantied Obligations, made by or on behalf of any Person; 
 (e) Any
merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or termination of the corporate structure or existence of, the Borrower or any other Person; any bankruptcy,
insolvency, reorganization or similar proceeding with respect to the Borrower or any other Person; or any action taken or election made by the Administrative Agent or the Secured Parties, or any of them (including but not limited to any election
under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in connection with any such proceeding; 

(f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted by the Borrower or any other Person with respect
to any Loan Document or any of the Guarantied Obligations, other than, and to the extent of, payment and performance of the Guarantied Obligations; or any discharge by operation of law or release of the Borrower or any other Person from the
performance or observance of any Loan Document or any of the Guarantied Obligations; and 
 (g) Any other event or circumstance, whether
similar or dissimilar to the foregoing, and whether known or unknown, which might otherwise constitute a defense available to, or limit the liability of, any Guarantor, a guarantor or a surety, excepting only full, strict, and indefeasible payment
and performance of the Guarantied Obligations in full. 

  
 -3- 







 Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty
pursuant to Section 8.1.9 [Additional Guarantors] of the Credit Agreement and each Guarantor affirms that its obligations shall continue hereunder undiminished. 

4. Waivers, etc. Each of the Guarantors hereby waives any defense to (other than, and to the extent of, the defense of prior payment
and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 [Obligations Absolute] hereof. Without limitation and to the
fullest extent permitted by applicable law, each Guarantor waives each of the following: 
 (a) Except as may be expressly contemplated by
the Credit Agreement or the other Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact
any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 [Obligations Absolute] hereof; any notice required by any law, regulation or order now or hereafter in effect in any
jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the
part of the Borrower or any other Person to comply with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business,
operations, condition (financial or otherwise) or prospects of the Borrower or any other Person; 
 (b) Any right to any marshalling of
assets, to the filing of any claim against the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower or any other Person of any other right or remedy
under or in connection with any Loan Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any requirement of promptness or diligence on the part of the Administrative Agent or the
Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Guarantied Obligations or any direct
or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document, Specified Swap Agreements or Other Lender Provided Financial
Service Products, and any requirement that any Guarantor receive notice of any such acceptance; 
 (c) Any defense or other right arising by
reason of any law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other
action or inaction by the Administrative Agent or the Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any
of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent or the Secured Parties, or any of them, to seek a deficiency against the Borrower or any other Person or which otherwise discharges or
impairs any of the Guarantied Obligations; and 
 (d) Any and all defenses it may now or hereafter have based on principles of suretyship,
impairment of collateral, or the like. 
 5. Reinstatement. This Guaranty is a continuing obligation of the Guarantors and shall
remain in full force and effect notwithstanding that no Guarantied Obligations may be outstanding from time to time and notwithstanding any other event or circumstance. Upon Payment In Full, and provided that none of the other obligations referred
to in Section 1(ii) [Guarantied Obligations] hereof are then in 

  
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default, this Guaranty shall terminate; provided, however, that this Guaranty shall continue to be effective or be reinstated, as the case may be, any time any payment of any of the Guarantied
Obligations is rescinded, recouped, avoided, or must otherwise be returned or released by any Secured Party or the Administrative Agent upon or during the insolvency, bankruptcy, or reorganization of, or any similar proceeding affecting, the
Borrower or for any other reason whatsoever, all as though such payment had not been made and was due and owing. The obligations of the Guarantors under this Section 5 shall survive termination of this Guaranty. 

6. Subrogation. Each Guarantor waives and agrees that it will not exercise any rights against the Borrower or any other Guarantor
arising in connection with, or any Collateral securing, the Guarantied Obligations (including rights of subrogation, contribution, and the like) until Payment In Full. If any amount shall be paid to any Guarantor by or on behalf of the Borrower or
any other Guarantor by virtue of any right of subrogation, contribution, or the like, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and shall be held in trust for the benefit of, the Administrative Agent and the
Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. 

7. No Stay. Without limitation of any other provision of this Guaranty, if any declaration of default or acceleration or other exercise
or condition to exercise of rights or remedies under or with respect to any Guarantied Obligation shall at any time be stayed, enjoined, or prevented for any reason (including but not limited to stay or injunction resulting from the pendency against
the Borrower or any other Person of a bankruptcy, insolvency, reorganization or similar proceeding), the Guarantors agree that, for the purposes of this Guaranty and their obligations hereunder, the Guarantied Obligations shall be deemed to have
been declared in default or accelerated, and such other exercise or conditions to exercise shall be deemed to have been taken or met. 
 8.
Taxes. 
 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any of the Guarantors
hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Taxes; provided that if any Guarantor or any other applicable withholding agent shall be required by applicable Law to deduct
Taxes from such payments, then (i) if the Tax in question is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under
this Paragraph) each Secured Party (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law. 

(b) Payment of Other Taxes by any Guarantor. Without limiting the provisions of paragraph (a) above, each Guarantor shall timely
pay any Other Taxes to the relevant Official Body in accordance with applicable Law. 
 (c) Indemnification by the Guarantors. Each
Guarantor shall indemnify the Administrative Agent and each Secured Party, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Paragraph) paid by the Administrative Agent or such Secured Party, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Official 

  
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Body. A certificate as to the amount of such payment or liability delivered to such Guarantor by a Secured Party (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Secured Party, shall be conclusive absent manifest error. 
 (d) Certificate. As soon as practicable
after any payment of any Taxes by any Guarantor to an Official Body, such Guarantor shall deliver to the Administrative Agent, the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Tax
Provisions Incorporated By Reference. Notwithstanding the foregoing, with respect to any and all payments by or on account of any obligation of the Guarantors hereunder, the provisions of Section 5.8 [Taxes] of the Credit Agreement are
cross-referenced, incorporated herein and shall apply to the Administrative Agent, each Lender, each Issuing Lender and any Guarantor as if such Guarantor is, in fact, the Borrower; provided, however, that no Guarantor shall have any obligation
under this Section 8 [Taxes] in excess of such Guarantor’s Guarantied Obligations. 
 9. Intentionally Deleted. 

10. Notices. Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall
be given to such Guarantor at the address set forth on a Schedule to, or in a Guarantor Joinder given under, the Credit Agreement and in the manner provided in Section 11.5.1 [Notices Generally] of the Credit Agreement. The Administrative Agent
and the Lenders may rely on any notice (whether or not made in a manner contemplated by this Guaranty) purportedly made by or on behalf of a Guarantor, and the Administrative Agent and the Lenders shall have no duty to verify the identity or
authority of the Person giving such notice. 
 11. Counterparts; Telecopy Signatures. This Guaranty may be executed by different
parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed signature page by
telecopy or electronic signature delivery system (in either case in a form acceptable to the Administrative Agent) shall be effective as delivery of a manually executed signature page to this Guaranty. 

12. Setoff, Default Payments by Borrower. 

(a) In the event that at any time any obligation of the Guarantors now or hereafter existing under this Guaranty shall have become due and
payable, the Administrative Agent and the Secured Parties, or any of them, shall have the right from time to time, without notice to any Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of any
Secured Party or the Administrative Agent, or any subsidiary or affiliate of any Secured Party or the Administrative Agent, to any Guarantor, including but not limited to all deposits (whether time or demand, general or special, provisionally
credited or finally credited, however evidenced) now or hereafter maintained by any Guarantor with the Administrative Agent or any Secured Party or any subsidiary or affiliate thereof. Such right shall be absolute and unconditional in all
circumstances and, without limitation, shall exist whether or not the Administrative Agent or the Secured Parties, or any of them, shall have given any notice or made any demand under this Guaranty or under such obligation to the Guarantor, whether
such obligation to the Guarantor is absolute or contingent, matured or unmatured (it being agreed that the Administrative Agent and the Secured Parties, or any of them, may deem such obligation to be then due and payable at the time of such setoff),
and regardless of the existence or adequacy of any collateral, guaranty, or other direct or indirect security or right or remedy available to the Administrative Agent or any of the Secured Parties. The rights of the Administrative Agent and the
Secured Parties under this Section are in addition 

  
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to such other rights and remedies (including, without limitation, other rights of setoff and banker’s lien) which the Administrative Agent and the Secured Parties, or any of them, may have,
and nothing in this Guaranty or in any other Loan Document, Specified Swap Agreements or Other Lender Provided Financial Service Products shall be deemed a waiver of or restriction on the right of setoff or banker’s lien of the Administrative
Agent and the Secured Parties, or any of them. Each of the Guarantors hereby agrees that, to the fullest extent permitted by law, any affiliate or subsidiary of the Administrative Agent or any of the Secured Parties and any holder of a participation
in any obligation of any Guarantor under this Guaranty, shall have the same rights of setoff as the Administrative Agent and the Secured Parties as provided in this Section (regardless whether such affiliate or participant otherwise would be deemed
a creditor of any Guarantor). 
 (b) Upon the occurrence and during the continuation of any default under any Guarantied Obligation, if any
amount shall be paid to any Guarantor by or for the account of the Borrower, such amount shall be held in trust for the benefit of each Secured Party and the Administrative Agent and shall forthwith be paid to the Administrative Agent to be credited
and applied to the Guarantied Obligations when due and payable. 
 13. Construction. The section and other headings contained in this
Guaranty are for reference purposes only and shall not affect interpretation of this Guaranty in any respect. This Guaranty has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly
neither any doctrine of construction of guaranties or suretyships in favor of the guarantor or surety, nor any doctrine of construction of ambiguities in agreement or instruments against the party controlling the drafting thereof, shall apply to
this Guaranty. 
 14. Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its successors and assigns, and
shall inure to the benefit of and be enforceable by the Administrative Agent and the Secured Parties, or any of them, and their successors and assigns except that no Guarantor may assign or transfer any of its rights or obligations hereunder or any
interest herein other than assignments and transfers permitted by the Credit Agreement. Without limitation of the foregoing, the Administrative Agent and the Secured Parties, or any of them (and any successive assignee or transferee), from time to
time may assign or otherwise transfer all or any portion of its rights or obligations under the Loan Documents (including all or any portion of any commitment to extend credit), or any other Guarantied Obligations, to any other Person as provided
and permitted by the Credit Agreement and such Guarantied Obligations (including any Guarantied Obligations resulting from extension of credit by such other Person under or in connection with the Loan Documents, Specified Swap Agreements or Other
Lender Provided Financial Service Products) shall be and remain Guarantied Obligations entitled the benefit of this Guaranty, and to the extent of its interest in such Guarantied Obligations such other Person shall be vested with all the benefits in
respect thereof granted to the Administrative Agent and the Secured Parties in this Guaranty or otherwise. 
 15. Governing Law;
Submission to Jurisdiction; Waiver of Jury Trial. Section 11.11 [Governing Law, Etc.] of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. 

16. Severability; Modification to Conform to Law. 

(a) The provisions of this Guaranty are intended to be severable. If any provision of this Guaranty shall be held invalid or unenforceable in
whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction
or the remaining provisions hereof in any jurisdiction. 

  
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 (b) Without limitation of the preceding Subsection (a), to the extent that applicable law
(including applicable laws pertaining to fraudulent conveyance or fraudulent or preferential transfer) otherwise would render the full amount of the Guarantor’s obligations hereunder invalid, voidable, or unenforceable on account of the amount
of a Guarantor’s aggregate liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the aggregate amount of such liability shall, without any further action by the Administrative Agent or any of
the Secured Parties or such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding, which (without limiting the generality of the foregoing)
may be an amount which is equal to the greater of: 
 (i) the fair consideration actually received by such Guarantor under
the terms and as a result of the Loan Documents, the Specified Swap Agreements and the Other Lender Provided Financial Service Products and the value of the benefits described in Section 19(b) [Receipt of Credit Agreement, Other Loan Documents,
Benefits] hereof, including (and to the extent not inconsistent with applicable federal and state laws affecting the enforceability of guaranties) distributions, commitments, and advances made to or for the benefit of such Guarantor with the
proceeds of any credit extended under the Loan Documents, the Specified Swap Agreements or Other Lender Provided Financial Service Products, or 

(ii) the excess of (1) the amount of the fair value of the assets of such Guarantor as of the date of this Guaranty as
determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors as in effect on the date hereof, over (2) the amount of all liabilities of such Guarantor as of the date of this Guaranty,
also as determined on the basis of applicable federal and state laws governing the insolvency of debtors as in effect on the date hereof. 

(c) Notwithstanding anything to the contrary in this Section or elsewhere in this Guaranty, this Guaranty shall be presumptively valid and
enforceable to its full extent in accordance with its terms, as if this Section (and references elsewhere in this Guaranty to enforceability to the fullest extent permitted by law) were not a part of this Guaranty, and in any related litigation the
burden of proof shall be on the party asserting the invalidity or unenforceability of any provision hereof or asserting any limitation on any Guarantor’s obligations hereunder as to each element of such assertion. 

17. Additional Guarantors. At any time after the initial execution and delivery of this Guaranty to the Administrative Agent and the
Lenders, additional Persons may become parties to this Guaranty and thereby acquire the duties and rights of being Guarantors hereunder by executing and delivering to the Administrative Agent and the Lenders a Guarantor Joinder pursuant to the
Credit Agreement. No notice of the addition of any Guarantor shall be required to be given to any pre-existing Guarantor and each Guarantor hereby consents thereto. 

18. Joint and Several Obligations. The obligations and additional liabilities of each and every Guarantor under this Guaranty are joint
and several obligations of the Guarantors, and each Guarantor hereby waives to the full extent permitted by law any defense it may otherwise have to the payment and performance of the Guarantied Obligations that its liability hereunder is limited
and not joint and several. Each Guarantor acknowledges and agrees that the foregoing waivers and those set forth below serve as a material inducement to the agreement of the Administrative Agent and the Lenders to make the Loans, and that the
Administrative Agent and the Lenders are relying on each specific waiver and all such waivers in entering into this Guaranty. The undertakings of each Guarantor hereunder secure the obligations of itself and the other Guarantors. The Administrative
Agent and the Lenders, or any of them, may, in their sole discretion, elect to enforce this Guaranty against any Guarantor without any duty or responsibility to pursue any other Guarantor and such an election by the Administrative Agent and the
Lenders, or 

  
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any of them, shall not be a defense to any action the Administrative Agent and the Lenders, or any of them, may elect to take against any Guarantor. Each of the Lenders and the Administrative
Agent hereby reserve all rights against each Guarantor. 
 19. Receipt of Credit Agreement, Other Loan Documents, Benefits. 

(a) Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents, any Specified Swap
Agreement and any Other Lender Provided Financial Service Product, and each Guarantor certifies that the representations and warranties made therein with respect to such Guarantor are true and correct. Further, each Guarantor acknowledges and agrees
to perform, comply with, and be bound by all of the provisions of the Credit Agreement and the other Loan Documents to the extent applicable to such Guarantor. 

(b) Each Guarantor hereby acknowledges, represents, and warrants that it receives synergistic benefits by virtue of its affiliation with the
Borrower and the other Guarantors and that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that such benefits, together with the rights of contribution and subrogation that may
arise in connection herewith are a reasonably equivalent exchange of value in return for providing this Guaranty. 
 20. Release of
Guarantor. In the event that all of the capital stock or other ownership interests of any Guarantor is sold or otherwise disposed of or liquidated and, if required, the consent of the Administrative Agent (as contemplated by Section 10.10
[Authorization to Release Collateral and Guarantors; Certain Amendments] of the Credit Agreement) or the Lenders (as contemplated by Section 11.1.1 [Required Consents] of the Credit Agreement), has been obtained, or if such Guarantor is to be
dissolved as permitted under the Credit Agreement, such Guarantor shall, upon consummation of such sale or other disposition, or immediately prior to such dissolution, be released from this Guaranty automatically and without further action, and this
Guaranty shall, as to such Guarantor, terminate and have no further force or effect. In connection with the merger of the Guarantor into another Loan Party, this Guaranty will be assumed (as a matter of law) by such other Loan Party and will,
together with any Guaranty of the Guarantied Obligations by such other Loan Party, constitute a single Guaranty. 
 21. Amendment and
Restatement; No Novation. This Guaranty amends and restates that certain Amended and Restated Continuing Agreement of Guaranty dated as of April 12, 2011 given by the guarantors thereto (“Prior Guaranty”). This Guaranty is
not intended to constitute, and does not constitute, an interruption, suspension of continuity, discharge of prior duties, termination, novation or satisfaction of the obligations or liabilities represented by the Prior Guaranty. This Guaranty is
entitled to all of the rights and benefits originally pertaining to the Prior Guaranty and such rights as such rights and benefits may have been amended as provided in the Credit Agreement. 

22. Keepwell. Each Qualified ECP Loan Party at the time the guarantee under this Guaranty by any Specified Guarantor (as defined
below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap
Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Loan Party’s obligations and undertakings under this Guaranty voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Loan Party under this Section 22 shall remain in full force and effect until Payment in Full. Each
Qualified ECP Loan Party intends this Section 22 to constitute, and this Section 22 shall be deemed to constitute, a guarantee 

  
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of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof,
“Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22). 

23. Miscellaneous. 
 (a)
Generality of Certain Terms. As used in this Guaranty, the terms “hereof,” “herein” and terms of similar import refer to this Guaranty as a whole and not to any particular term or provision. 

(b) Amendments, Waivers. No amendment to or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor
herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of the Administrative Agent and the Lenders. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given. No delay or failure of the Administrative Agent or the Lenders, or any of them, in exercising any right or remedy under this Guaranty shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or
remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty are cumulative and not exclusive of any other rights or
remedies available hereunder, under any other agreement or instrument, by law, or otherwise. 
 (c) Telecommunications. Each Secured
Party and the Administrative Agent shall be entitled to rely on the authority of any individual making any telecopy or telephonic notice, request, or signature without the necessity of receipt of any verification thereof. 

(d) Expenses. Section 11.3.1 [Costs and Expenses] of the Credit Agreement is incorporated herein, mutatis mutandis, as if a
part hereof. 
 (e) Indemnification. Section 11.3.2 [Indemnification by the Borrower] of the Credit Agreement is incorporated
herein, mutatis mutandis, as if a part hereof. 
 (f) Prior Understandings. This Guaranty and the Credit Agreement supersede
all prior understandings and agreements, whether written or oral, between the parties hereto and thereto and relating to the transactions provided for herein and therein. 

(g) Survival. All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not
be waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Administrative Agent and the Secured Parties, or any of them, any extension of credit, or any other event or circumstance whatsoever. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, each Guarantor, intending to be legally bound, has executed this Guaranty as
of the date first above written with the intention that this Guaranty shall constitute a sealed instrument. 

GUARANTORS: 

[Signature Page to Guaranty Agreement] 






 EXHIBIT 1.1(I)(1) 

FORM OF 
 AMENDED AND
RESTATED REGULATED
 SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT 

THIS AMENDED AND RESTATED REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT (the “Agreement”) is made as of
June 18, 2014 by CONSOL ENERGY INC., a Delaware corporation (the “Borrower” or “Loan Party”), each other Loan Party (as defined in the Credit Agreement, as herein defined) (together with the Borrower,
the Loan Parties” and each individually, a “Loan Party”) in favor of PNC BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as collateral agent (the “Collateral Agent”) for the
ratable benefit of the Secured Parties (as defined herein) as assignee of PNC BANK, NATIONAL ASSOCIATION, in its capacity as Collateral Trustee (in such capacity, the “Collateral Trustee”) under the Existing Indemnities (as
defined below). 
 This Agreement is an amendment and restatement of (i) the Amended and Restated Regulated Substances Certificate and
Indemnity Agreement, dated as of April 12, 2011, by and among the Borrower, the other Loan Parties party thereto, and the Collateral Trustee (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing CONSOL
Indemnity”) and (ii) the Amended and Restated Regulated Substances Certificate and Indemnity Agreement, dated as of April 12, 2011, by and among CNX GAS CORPORATION, a Delaware corporation, the other Loan Parties party
thereto, and the Collateral Trustee (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing CNX Indemnity”, and together with the Existing CONSOL Indemnity, the “Existing Indemnity
Agreements”). 
 RECITALS 

A. Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 18, 2014 (as amended or restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, PNC Bank, National Association, in its
capacity as administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the Syndication Agent. 

B. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement, each Loan Party has agreed to enter into this
Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties. 
 NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, each Loan Party hereby covenants, warrants, represents and agrees as follows: 

1. Definitions. All capitalized terms used herein but not otherwise defined herein shall have the meaning given such terms in the
Credit Agreement. 
  

	 	•	 	 Assignment of the Existing Indemnities. The Collateral Trustee hereby assigns and transfers to the Collateral Agent, its successors and
assigns, all of Collateral Trustee’s right, title, and interest, as Collateral Trustee, in and to the Existing Indemnity Agreements. The Collateral Agent hereby assumes all of Collateral Trustee’s right, title and interest as the
Collateral Trustee in, to and under the Existing Indemnity Agreements, including all authority of Collateral Trustee to act on behalf of the Secured Parties in (i) enforcing any and all rights










	 	 
and remedies under this Agreement, (ii) releasing and assigning this Agreement, and (iii) taking or omitting to take any and all other actions as the Collateral Agent hereunder.
Whenever any of the Existing Indemnity Agreements or any instrument or document entered into or made pursuant to any Existing Indemnity Agreement refers to the Collateral Trustee, such references shall hereafter be deemed to refer instead to the
Collateral Agent.


 2. Representations and Warranties. The Loan Parties, each for themselves respectively, and as
applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, hereby reaffirm the representations and warranties set forth in Section 6.1.25 [Environmental Matters] of the
Credit Agreement. 
 3. Environmental Covenants. 

3.1 Each Loan Party, for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or
conducting operations and activities at any Property, shall keep such Property free of Hazardous Materials and shall remove, or cause their lessees to remove, all Hazardous Materials which are now or at any time in the future in or on the Property,
irrespective of the source thereof, except to the extent that such Hazardous Materials are present on or stored and/or used substantially in compliance with Environmental Laws; provided, that it shall not be deemed to be a violation of this
Section 4(a) unless or until any failure to comply with any applicable Environmental Law would result in fines, penalties, remediation costs, other liabilities or injunctive relief which, considered either individually or in the aggregate could
reasonably be expected to result in a Material Adverse Change. Each Loan Party, for themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any
Property, shall not suffer or permit such Property to be used to generate, manufacture, refine, transport, treat, dispose of, transfer, produce or process Hazardous Materials in violation of Environmental Laws; provided, that it shall not be
deemed to be a violation of this Section 4(a) unless or until any failure to comply with any applicable Environmental Law would result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which, considered
either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. 
 3.2 Each Loan Party, for
themselves respectively, and as applicable to each such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property, shall immediately, upon their respective Responsible Officer obtaining knowledge
of any of the following, notify the Collateral Agent for the benefit of the Secured Parties in writing upon the occurrence of: 
  

	 	•	 	the Release or threat of Release of any Hazardous Materials on, at, under, from or affecting the Property in violation of Environmental Laws that could reasonably be expected to result in fines, penalties, remediation
costs, other liabilities or injunctive relief which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; 


 

	 	•	 	any violation affecting the Property of any Environmental Laws, if such violation is reasonably likely to result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which, considered
either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change; and 

  

	 	•	 	any Environmental Liability or any claim or claims relating to any Loan Party relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials on, at, under, from or
affecting the Property if such claim or series of claims, when considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. 


  
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 3.3 Except as otherwise disclosed in written reports delivered to the Collateral Agent prior to
the date hereof, the Loan Parties certify that, as of the date of this Agreement, to their knowledge, no report, analysis, study or other document prepared by or for any Person exists which identifies any Hazardous Materials on, at, under, emanating
from or affecting the Property which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. 

3.4 The Loan Parties, at their sole expense and for themselves respectively, and as applicable to each such Loan Party’s ownership,
occupation or leasing of or conducting operations and activities at any Property, shall, or shall cause the tenants of the Property to, conduct and complete all investigations, studies, sampling and testing and all removal and other actions
necessary to clean up, remove or otherwise address all Hazardous Materials on, at, under, from or affecting any of the Property in accordance with all Environmental Laws; provided, however that it shall not be deemed to be a violation
of this Section 4(D) unless or until any failure to conduct and complete all investigations, studies, sampling and testing and all removal and other actions is reasonably likely to result in fines, penalties, remediation costs or other
liabilities which, considered either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. 

4. Indemnity. 
 4.1 The
Loan Parties shall indemnify, defend and hold harmless the Secured Parties and their employees, agents, officers and directors from and against any claims, costs, demands, penalties, fines, liabilities, settlements or damages of whatever kind or
nature and associated reasonable costs or expenses, including reasonable attorneys’ fees, fees of environmental consultants and laboratory fees, known or unknown, contingent or otherwise (collectively, the “Indemnified
Matters”), arising out of or in any way related to the following matters: 
  

	 	•	 	the presence, Release or threatened Release of any Hazardous Materials on, at, under, from or affecting the Property or the soil, water, vegetation, buildings, personal property, persons or natural resources thereon;


  

	 	•	 	any personal injury (including wrongful death) or property damage (real or personal) or damage to natural resources arising out of or related to such Hazardous Materials; 


 

	 	•	 	any lawsuit brought or threatened, settlement reached or governmental order relating to such Hazardous Materials; 

  

	 	•	 	any violation of Environmental Laws or any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any applicable Environmental Law (collectively, the
“Environmental Permits”); and/or 

  

	 	•	 	the breach of any warranty, representation or covenant of any Loan Party contained in this Agreement. 


4.2 The liability covered by this Section 5 shall include, but not be limited to, losses sustained by the Secured Parties and/or their
successors and assigns for (i) diminution in value of the Property resulting from matters covered by this Agreement, (ii) amounts arising out of personal injury or death claims with respect to the matters covered by this Agreement,
(iii) amounts charged for any environmental or Hazardous Materials cleanup costs and expenses, liens or other such charges or 

  
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impositions, (iv) payment for reasonable attorneys’ fees and disbursements, expert witness fees, court costs, environmental tests and design studies in connection with the matters
covered by this Agreement, and (v) any other amounts reasonably expended by the Secured Parties and their successors and assigns with respect to matters covered by this Agreement. Notwithstanding anything to the contrary contained herein, the
liability of the Loan Parties under this Section 5, (A) with respect to diminution in value of the Property, shall be limited to the diminution in value of the Property in its use by the Loan Parties in their mining operations and
(B) with respect to environmental or Hazardous Materials cleanup costs and expenses, shall be limited to the costs and expenses for cleanup of the Property so that it is suitable for use in mining operations and in compliance with all
Environmental Laws and Environmental Permits (including without limitation, any permanent reclamation or water treatment resulting from the operations of the Loan Parties or their predecessors). 

5. Each Loan Party’s Obligation to Deliver Property. Each Loan Party agrees for themselves respectively, and as applicable to each
such Loan Party’s ownership, occupation or leasing of or conducting operations and activities at any Property that, in the event any Mortgage is foreclosed (whether judicially or by power of sale) or any such Loan Party tenders a deed in lieu
of foreclosure or any such Loan Party otherwise voluntarily or involuntarily conveys possession of or title to the Property, such Loan Party shall deliver the Property or any parcel comprising such portion of the Property to the Collateral Agent in
a condition that is in compliance with and not subject to any Lien under any applicable Environmental Laws and which could not be reasonably be expected to result in any Environmental Liability. The obligations of each Loan Party as set forth in
this paragraph are strictly for the benefit of the Secured Parties and any successors and assigns of the Secured Parties as holders of any portion of the Obligations and shall not in any way impair or affect the Secured Parties’ right to
foreclose against any parcel comprising a portion of the Property. 
 6. The Collateral Trustee’s and/or Secured Parties’
Rights Under This Agreement. The rights of the Secured Parties under this Agreement shall be in addition to all rights of the Secured Parties under the Mortgages, the Credit Agreement and any other Loan Documents. Any default by any Loan Party
under this Agreement (including without limitation any breach of any representation, warranty or covenant made by any Loan Party in this Agreement) shall, at the Collateral Trustee’s option, constitute an Event of Default under the Credit
Agreement, the Mortgages and the other Loan Documents. 
 7. The Collateral Trustee’s and/or the Secured Parties’ Right to
Cure. In addition to the other remedies provided to the Secured Parties in the Credit Agreement, the Mortgages and the other Loan Documents, should any Loan Party fail to abide by the terms and covenants of this Agreement, the Collateral Agent
on behalf of the Secured Parties, and/or the Secured Parties may, should they elect to do so in order to protect their security interest, cause the removal, remediation of or other corrective action with respect to any Hazardous Materials on, at,
under or emanating from or affecting the Property and repair and remedy any damage caused by the Hazardous Materials or any such removal, remediation or corrective action, as necessary to assure substantial compliance with all applicable
Environmental Laws. In such event, all funds expended by the Collateral Agent on behalf of the Secured Parties and/or the Secured Parties for such purposes, including but not limited to all reasonable attorneys’ fees, engineering fees,
consultant fees and similar charges, shall become a part of the obligations secured by the Mortgages and shall be due and payable by each of the Loan Parties on demand. Each disbursement made by the Secured Parties pursuant to this provision shall
bear interest at the lower of (a) the rate of interest applicable under Section 4.3(b) [Interest After Default] of the Credit Agreement, or (b) the highest rate allowable under applicable laws from the date any Loan Party shall have
received written notice that the funds have been advanced by the Secured Parties until paid in full. The Borrower and each of the other Loan Parties shall permit the Secured Parties and their agents and employees access to their respective Property
(or in the case of the Borrower any and all Properties) for any purpose consistent with this provision. 

  
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 8. The Collateral Agent’s Right to Conduct an Investigation. In the event the Secured
Parties shall have reasonable cause to suspect that any Loan Party has failed to comply with the terms of this Agreement, the Collateral Agent may obtain one or more environmental assessments of the Property, at the sole expense of any of the Loan
Parties. The nature and scope of the environmental assessments shall be determined by the Collateral Agent in its judgment. Each Loan Party shall permit the Collateral Agent, for the benefit of the Secured Parties and the Collateral Agent’s
agents and employees, access to the Property for the purpose of conducting the environmental assessment and shall otherwise cooperate and provide such additional information as may be requested by the Collateral Agent or the Collateral Agent’s
agents and employees. In the event any Loan Party fails to pay in accordance with this Section 9 for the cost of any such environmental audit, the Secured Parties may pay for same. Each such payment made by the Secured Parties shall become a
part of the obligations secured by the Mortgages, shall be due and payable upon demand and shall bear interest after demand at the lower of either (a) the rate of interest applicable under Section 4.3(b) [Interest After Default] of the
Credit Agreement, or (b) the highest rate allowable under applicable laws, until paid in full by any Loan Party. 
 9. Scope of
Liability. The liability under this Agreement shall in no way be limited or impaired by (a) any extension of time for performance required by the Credit Agreement or any of the Loan Documents, (b) any exculpatory provisions in any of
the Loan Documents or the Indenture limiting the Collateral Agent’s and/or any other Secured Parties’ recourse, (c) the accuracy or inaccuracy of the representations and warranties made by any Loan Party or any other obligor under the
Credit Agreement or any of the Loan Documents, (d) the release of any Loan Party or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of
law, any Secured Parties’ voluntary act or otherwise, (e) the release or substitution, in whole or in part, of any security for any Loan Party’s obligations or (f) the Collateral Agent’s failure to record or improper
recording or filing of any of the Mortgages or any UCC financing statements, or failure to otherwise perfect, protect, secure or insure any security interest or lien given as security for any Loan Party’s obligations; and, in any such case,
whether with or without notice to any Loan Party or other Person and with or without consideration. The indemnity provided in Section 5 above shall survive (i) any sale, assignment or foreclosure of any of the Mortgages or other Loan
Documents, the acceptance of a deed in lieu of foreclosure or trustee’s sale, or any sale or transfer of all or part of the possession of or title to the Property, or (ii) the discharge of any of the other Loan Documents or the Indenture
and/or the reconveyance or release of any of the Mortgages. 
 10. Preservation of Rights. No delay on the Collateral Agent’s
and/or the Secured Parties’ part in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right. 

11. Notices. All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes
when sent by registered or certified mail to any Loan Party or the Administrative Agent and/or the Lenders as provided in Section 11.5.1 [Notices Generally] of the Credit Agreement. 

12. Changes in Writing. No provision of this Agreement may be changed, waived, discharged or terminated orally, by telephone or by any
other means, except by an instrument in writing signed by all parties hereto. 
 13. Joint and Several Obligations. With respect to
the obligations of each Loan Party in connection with this Agreement, the Borrower and each other Loan Party are jointly and severally liable hereunder. Any party liable upon or in respect of this Agreement or any obligations under any of the other
Loan Documents or the Indenture may be released without affecting the liability of any party not so released. 

  
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 14. Survival. The obligations of each of the Loan Parties under Section 5 of this
Agreement shall survive any judicial foreclosure, foreclosure by power of sale, deed in lieu of foreclosure, transfer of possession of or title to the Property by any Loan Party or Secured Parties and Payment In Full and payment of the other Secured
Debt in full. 
 15. Severability. In the event any one or more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions, or any portions thereof, shall not in any way be affected or impaired thereby. 

16. Construction. Unless the context of this Agreement otherwise clearly requires, the rules of construction set forth in
Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement and are incorporated herein by reference. 
 17.
Counterparts. This Agreement may be executed in any one or more counterparts, each of which shall be deemed an original document and all of which shall be deemed the same document. 

18. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAVIER OF JURY TRIAL. Section 11.11 of
the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof. 
 19. Amendment and Restatement; No
Novation. This Agreement amends and restates the Existing Indemnity Agreements. This Agreement is not intended to constitute, and does not constitute, an interruption, suspension of continuity, discharge of prior duties, termination, novation or
satisfaction of the obligations or liabilities represented by the Existing Indemnity Agreements. 
 [SIGNATURE PAGES FOLLOW] 

  
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 [SIGNATURE PAGE - AMENDED AND RESTATED REGULATED

SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT] 

IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned have executed this Agreement as of the day and year first above
written. 
  

			
	LOAN PARTIES:
	
	CONSOL ENERGY INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	GUARANTORS:








 [SIGNATURE PAGE - AMENDED AND RESTATED REGULATED

SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT] 

 

			
	COLLATERAL AGENT:
	
	PNC BANK, NATIONAL ASSOCIATION, Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
	
	COLLATERAL TRUSTEE, FOR PURPOSES OF SECTION 2 ONLY:
	
	PNC BANK, NATIONAL ASSOCIATION, Collateral Trustee
		
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT 1.1(I)(2) 

FORM OF 
 AMENDED AND
RESTATED 
 INTERCOMPANY SUBORDINATION AGREEMENT 

THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”) is dated as of June 18, 2014 and is
made by and among CONSOL ENERGY INC., a Delaware corporation (the “Borrower”), each of its Subsidiaries party hereto (the Borrower and each such Subsidiary being individually referred to herein as a “Company” and
collectively as the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the Lenders (as defined below). 

WITNESSETH THAT: 
 WHEREAS,
reference is made to that certain Amended and Restated Intercompany Subordination Agreement, dated as of April 12, 2011, made by and between the Borrower, the guarantors party thereto, the “Companies” (as defined therein) party
thereto and PNC Bank, National Association, in its capacity as Paying Agent (the “Existing Subordination Agreement”); 

WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of even date herewith, by and among the Borrower, the guarantors now
or hereafter a party thereto, the lenders now or hereafter a party thereto (the “Lenders”), PNC Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent (the “Credit
Agreement”, each capitalized term used herein shall, unless otherwise defined herein, have the meaning specified in the Credit Agreement), the Administrative Agent and the Lenders agreed to provide certain loans and other financial
accommodations to the Borrower; 
 WHEREAS, the Companies have or, in the future, may have liabilities, obligations or indebtedness owed to
each other (the liabilities, obligations and indebtedness of each of the Companies to any other Company, now existing or hereafter incurred (whether created directly or acquired by assignment or otherwise), and interest and premiums, if any, thereon
and other amounts payable in respect thereof and all other obligations and other amounts payable by any Loan Party to any Restricted Subsidiary that is not a Guarantor are hereinafter collectively referred to as the “Subordinated
Indebtedness”); 
 WHEREAS, the obligations of the Lenders to maintain the Commitments and make Loans to, and issue Letters of
Credit on behalf of, the Borrower from time to time are subject to the condition, among others, that the Companies subordinate the Subordinated Indebtedness to the Obligations of the Borrower or any other Company to the Administrative Agent or the
Lenders pursuant to the Credit Agreement, the other Loan Documents, or any Specified Swap Agreement or Other Lender Provided Financial Service Product (collectively, the “Senior Debt”) in the manner set forth herein; and 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to maintain the Commitments and continue to make Loans to and issue Letters
of Credit on behalf of, the Borrower and its Subsidiaries, and the parties desire to amend and restate the Existing Subordination Agreement as set forth herein. 






 NOW, THEREFORE, intending to be legally bound hereby, the parties hereto covenant and agree as
follows: 
 1. Subordinated Indebtedness Subordinated to Senior Debt. The recitals set forth above are hereby incorporated by
reference. All Subordinated Indebtedness shall be subordinate and subject in right of payment to the prior Payment In Full. 
  

	 	•	 	Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of assets of any Company in the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith, relative to any such Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of any such Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any marshalling of assets and liabilities of any such Company (a Company distributing assets as set forth
herein being referred to in such capacity as a “Distributing Company”), then and in any such event, the Administrative Agent shall be entitled to receive, for the benefit of the Administrative Agent and the Lenders as their
respective interests may appear, Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due and payable prior to the date on which it would otherwise have become
due and payable) before the holder of any Subordinated Indebtedness owed by the Distributing Company is entitled to receive any payment on account of the principal of or interest on such Subordinated Indebtedness, and, to that end, the
Administrative Agent shall be entitled to receive, for application to the payment of the Senior Debt, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of
the Subordinated Indebtedness owed by the Distributing Company in any such case, proceeding, dissolution, liquidation or other winding up event. 

  

	 	•	 	No Commencement of Any Proceeding. Each Company agrees that, so long as the Senior Debt shall remain unpaid, it will not commence, or join with any creditor other than the Lenders and the Administrative Agent in
commencing, any proceeding, including but not limited to those described in Section 2 hereof, or other enforcement action of any kind against any other Company which owes it any Subordinated Indebtedness. 


 

	 	•	 	Prior Payment in Full of Senior Debt Upon Acceleration of Subordinated Indebtedness. If any portion of the Subordinated Indebtedness owed by any Company becomes or is declared due and payable before its stated
maturity, then and in such event the Administrative Agent and the Lenders shall be entitled to receive Payment In Full (whether or not an Event of Default has occurred under the terms of the Loan Documents or the Senior Debt has been declared due
and payable prior to the date on which it would otherwise have become due and payable) before the holder of any such Subordinated Indebtedness is entitled to receive any payment thereon. 


 

	 	•	 	No Payment When Senior Debt in Default. With respect to Subordinated Indebtedness for borrowed money, if any Event of Default shall have occurred and be continuing, or such an Event of Default would result from
or exist after giving effect to a payment with respect to any portion of the Subordinated Indebtedness, unless the Required Lenders shall have consented to or waived the same, so long as any of the Senior Debt shall remain outstanding, no payment
shall be made by any Company owing Subordinated Indebtedness on account of principal or interest on any portion of the Subordinated Indebtedness for borrowed money. No payment shall be made by any Company owing any Subordinated Indebtedness other
than for borrowed money of such Subordinated Indebtedness after the earlier of (i) any proceeding described in clause (a) or (c) of Section 2 hereof or (ii) the declaration of the Senior Debt as due and payable before its
stated maturity. 


  
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	 	•	 	Payment Permitted if No Default. Nothing contained in this Agreement shall prevent any of the Companies, at any time except during the pendency of any of the conditions described in Sections 2, 4 and 5, from
making the regularly scheduled payments of principal of or interest on any portion of the Subordinated Indebtedness, or the retention thereof by any of the Companies of any money deposited with them for the payment of or on account of the principal
of or interest on the Subordinated Indebtedness. 

  

	 	•	 	Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a Company which is owed Subordinated Indebtedness by a Distributing Company shall have received any payment
or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the
Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement)
to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement, the other Loan Documents, the
Specified Swap Agreements and the Other Lender Provided Financial Service Products. 

  

	 	•	 	Rights of Subrogation. Each Company agrees that no payment or distribution to the Administrative Agent or the Lenders pursuant to the provisions of this Agreement shall entitle it to exercise any rights of
subrogation in respect thereof until Payment In Full. 

  

	 	•	 	Instruments Evidencing Subordinated Indebtedness. Each Company shall cause each instrument for borrowed money which now or hereafter evidences all or a portion of the Subordinated Indebtedness to be conspicuously
marked as follows: 

 “This instrument is subject to the terms of an Amended and Restated Intercompany Subordination
Agreement dated as of June 18, 2014 in favor of PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders referred to therein, which Intercompany Subordination Agreement is incorporated herein by reference. Notwithstanding any
contrary statement contained in the within instrument, no payment on account of the principal thereof or interest thereon shall become due or payable except in accordance with the express terms of said Intercompany Subordination Agreement.”

 Each Company will further mark its books of account in such a manner as shall be effective to give proper notice of the effect of this Agreement. 

 

	 	•	 	Agreement Solely to Define Relative Rights. The purpose of this Agreement is solely to define the relative rights of the Companies, on the one hand, and the Administrative Agent and the Lenders, on the other
hand. Nothing contained in this Agreement is intended to or shall impair, as between any of the Companies and their creditors other than the Administrative Agent and the Lenders, the obligation of the Companies to each other to pay the principal of
and interest on the Subordinated Indebtedness as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights among the Companies and their creditors other than the Administrative
Agent and the Lenders, nor shall anything herein prevent any of the Companies from exercising all remedies otherwise permitted by applicable Law upon default under any agreement pursuant to which the Subordinated Indebtedness is created, subject to
the rights, if any, under this Agreement of the Administrative Agent and the Lenders to receive cash, property or securities otherwise payable or deliverable with respect to the Subordinated Indebtedness. 


  
 -3- 








	 	•	 	No Implied Waivers of Subordination. No right of the Administrative Agent or any Lender to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of any Company or by any act or failure to act by the Administrative Agent or any Lender, or by any non-compliance by any Company with the terms, provisions and covenants of any agreement pursuant to which the Subordinated
Indebtedness is created, regardless of any knowledge thereof with which the Administrative Agent or any Lender may have or be otherwise charged. Each Company by its acceptance hereof shall agree that, so long as there is Senior Debt outstanding or
Commitments in effect under the Credit Agreement, such Company shall not agree to sell, assign, pledge, encumber or otherwise dispose of, or agree to compromise, the obligations of the other Companies with respect to their Subordinated Indebtedness,
other than in accordance with the terms of the Credit Agreement, without the prior written consent of the Required Lenders. 


Without in any way limiting the generality of the foregoing paragraph, the Administrative Agent or any of the Lenders may, at any time and
from time to time, without the consent of or notice to any of the Companies except the Borrower to the extent provided in the Credit Agreement, without incurring responsibility to any of the Companies and without impairing or releasing the
subordination provided in this Agreement or the obligations hereunder of the Companies to the Administrative Agent and the Lenders, do any one or more of the following: (i) change the manner, place or terms of payment, or extend the time of
payment, renew or alter the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt;
(iii) release any Person liable in any manner for the payment or collection of the Senior Debt; and (iv) exercise or refrain from exercising any rights against any of the Companies and any other person. 

 

	 	•	 	Additional Subsidiaries of the Borrower. The Companies covenant and agree that they shall cause Subsidiaries of the Borrower created or acquired after the date of this Agreement and any other Subsidiaries in each
case as required to join this Agreement under the terms of the Credit Agreement, to join in this Agreement and subordinate to the Senior Debt all Subordinated Indebtedness owed to any such Subsidiary by any of the Companies or by any other
Subsidiary hereafter created or acquired and joined to this Agreement, such joinder to be effected under the Guarantor Joinder in the form of Exhibit 1.1(G)(1) to the Credit Agreement. 


 

	 	•	 	Continuing Force and Effect. This Agreement shall continue in force until Payment In Full, it being contemplated that this Agreement be of a continuing nature. 


 

	 	•	 	Modification, Amendments or Waivers. Any and all agreements amending or changing any provision of this Agreement or the rights of the Administrative Agent or the Lenders hereunder, and any and all waivers or
consents to Events of Default or other departures from the due performance of any Company hereunder, shall be made only by written agreement, waiver or consent signed by the Administrative Agent, acting on behalf of all the Lenders, with the written
consent of the Required Lenders, any such agreement, waiver or consent made with such written consent being effective to bind all the Lenders. 

  

	 	•	 	Expenses. The Companies, unconditionally and jointly and severally, agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all reasonable out-of-pocket costs, expenses and
disbursements for which reimbursement is customarily obtained, including reasonable fees and expenses of counsel as set forth in Section 11.3 [Expenses, Etc.] of the Credit Agreement. 


  
 -4- 








	 	•	 	Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction. 

  

	 	•	 	Successors and Assigns. This Agreement shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and the obligations of each Company shall be binding upon
their respective successors and permitted assigns, except that no Company may assign or transfer its rights or obligations hereunder or any interest herein other than assignments and transfers permitted by the Credit Agreement. Except as permitted
by the Credit Agreement, the duties and obligations of the Companies may not be delegated or transferred by the Companies or any Company without the prior written consent of the Required Lenders, and any such delegation or transfer without such
consent shall be null and void. Except to the extent otherwise required by the context of this Agreement, the word “Lenders” when used herein shall include, without limitation, any holder of a Note or an assignment of rights therein
originally issued to a Lender under the Credit Agreement, and each such holder of a Note or assignment shall have the benefits of this Agreement to the same extent as if such holder had originally been a Lender under the Credit Agreement.


  

	 	•	 	Joint and Several Obligations. Each of the obligations of each and every Company under this Agreement is joint and several. The Administrative Agent and the Lenders, or any of them, may, in their sole discretion,
elect to enforce this Agreement against any Company without any duty or responsibility to pursue any other Company and such an election by the Administrative Agent and the Lenders, or any of them, shall not be a defense to any action the
Administrative Agent and the Lenders, or any of them, may elect to take against any Company. Each of the Lenders and the Administrative Agent hereby reserve all right against each Company. 


 

	 	•	 	Counterparts. This Agreement may be executed by the different parties hereto on any number of separate counterparts, each of which, when executed and delivered, shall be deemed an original, and all such
counterparts shall together constitute one and the same instrument. 

  

	 	•	 	 Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the
name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during
the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the
Subordinated Indebtedness and the right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees
and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out
the provisions of this Agreement and upon the 



  
 -5- 








	 	 
occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary
or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the
Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney. 


  

	 	•	 	Application of Payments. In the event any payments are received by the Administrative Agent under the terms of this Agreement for application to the Senior Debt at any time when the Senior Debt has not been
declared due and payable and prior to the date on which it would otherwise become due and payable, such payment shall constitute a voluntary prepayment of the Senior Debt for all purposes under the Credit Agreement. 


 

	 	•	 	Remedies. In the event of a breach by any of the Companies in the performance of any of the terms of this Agreement, the Administrative Agent, on behalf of the Lenders, may demand specific performance of this
Agreement and seek injunctive relief and may exercise any other remedy available at law or in equity, it being recognized that the remedies of the Administrative Agent on behalf of the Lenders at law may not fully compensate the Administrative Agent
on behalf of the Lenders for the damages they may suffer in the event of a breach hereof. 

  

	 	•	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS. Section 11.11 of the Credit Agreement is incorporated herein, mutatis mutandis, as if a part hereof.


  

	 	•	 	Notices. All notices, statements, requests and demands and other communications given to or made upon the Companies, the Administrative Agent or the Lenders in accordance with the provisions of this Agreement
shall be given or made in the manner as provided in Section 11.5.1 [Notices Generally] of the Credit Agreement. 

  

	 	•	 	Amendment and Restatement; No Novation. This Agreement amends and restates the Existing Subordination Agreement. This Agreement is not intended to constitute, and does not constitute, an interruption, suspension
of continuity, discharge of prior duties, termination, novation or satisfaction of the obligations or liabilities represented by the Existing Subordination Agreement. This Agreement is entitled to all of the rights and benefits originally pertaining
to the Existing Subordination Agreement and such rights as such rights and benefits may have been amended as provided in the Credit Agreement. 

  

	 	•	 	Rules of Construction. The rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement. 


[SIGNATURE PAGES FOLLOW] 

  
 -6- 







 [SIGNATURE PAGE - AMENDED AND RESTATED 

INTERCOMPANY SUBORDINATION AGREEMENT] 

WITNESS the due execution hereof as of the day and year first above written. 

 

					
	BORROWER:
	
	CONSOL ENERGY INC.
			
	1.	 	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	OTHER LOAN PARTIES:
	
	OTHER RESTRICTED SUBSIDIARIES:









 [SIGNATURE PAGE - AMENDED AND RESTATED 

INTERCOMPANY SUBORDINATION AGREEMENT] 
  

 
					
	ADMINISTRATIVE AGENT:
	
	PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
			
	2.	 	By:	 	  

		 	Name:	 	
		 	Title:	 	








 EXHIBIT 1.1(M) 

FORM OF 
 MORTGAGE







 EXHIBIT 1.1(N)(1) 

FORM OF 
 REVOLVING
CREDIT NOTE 
  

			
	$        	  	New York, New York
		  	[    ], 2014

 FOR VALUE RECEIVED, the undersigned, CONSOL ENERGY INC., a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of                      (the “Lender”), the lesser of (i) the
principal sum of
                                         Dollars
(US$        ), or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Amended and Restated Credit Agreement, dated as of
[    ], 2014, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, PNC Bank, National Association, as the administrative agent for the Lenders (the “Administrative
Agent”), and Bank of America, N.A., as the syndication agent (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), payable by 1:00 p.m. on the Expiration Date, together with interest on
the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. 

Interest on the unpaid principal balance hereof from time to time outstanding from the date hereof will be payable at the times provided for
in the Credit Agreement. Upon the occurrence and during the continuation of an Event of Default, upon written demand by the Required Lenders to the Administrative Agent, the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Revolving Credit Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 4.3 of
the Credit Agreement. Such interest rate will accrue before and after any judgment has been entered. 
 Subject to the provisions of the
Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim, or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 4th Floor, 500 First Avenue,
Pittsburgh, Pennsylvania 15219, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. 

This Revolving Credit Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement and
other Loan Documents, including the representations, warranties, covenants, conditions, security interests, and Liens contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for prepayment, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Revolving Credit Note and the Credit Agreement. 

This Revolving Credit Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the
Lender and its successors and assigns. All references herein to the “Borrower” and the “Lender” shall be deemed to apply to the Borrower and the Lender, respectively, and their respective successors and assigns as
permitted under the Credit Agreement. 

  
 -2- 







 This Revolving Credit Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal laws of the State of New York without giving effect to its conflicts of law principles. 

All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement.

 [THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE REPLACES THE REVOLVING CREDIT NOTE DATED AS OF APRIL 12, 2011 PAYABLE BY THE BORROWER
IN FAVOR OF THE LENDER (THE “PRIOR NOTE”). THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE PRIOR NOTE.]*

 [SIGNATURE PAGE FOLLOWS] 

 

	*	The bracketed language shall be included in Notes in favor of Lenders that previously received a Note under the Existing Credit Agreements. 


  
 -3- 







 [SIGNATURE PAGE TO REVOLVING CREDIT NOTE] 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Revolving Credit Note by its duly authorized
officer with the intention that it constitute a sealed instrument. 
  

			
	CONSOL ENERGY INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 -4- 







 EXHIBIT 1.1(N)(2) 

FORM OF 
 AMENDED AND
RESTATED SWING LOAN NOTE 
  

			
	$50,000,000	  	New York, New York
		  	[    ], 2014

 FOR VALUE RECEIVED, the undersigned, CONSOL ENERGY INC., a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), on demand, the lesser of the principal sum of FIFTY MILLION U.S. Dollars (U.S. $50,000,000) or the aggregate
unpaid principal amount of all Swing Loans made by the Bank to the Borrower pursuant to Section 2.1.2 of the Amended and Restated Credit Agreement, dated as of June 18, 2014, among the Borrower, the Guarantors now or hereafter party
thereto, the Lenders now or hereafter party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association as administrative agent for the Lenders (the “Administrative Agent”) (as it may hereafter from time
to time be amended, restated, modified or supplemented, the “Credit Agreement”). All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings assigned to such terms in the Credit Agreement. 

The Borrower shall pay interest on the unpaid principal balance hereof from the date hereof at the rate per annum provided in
Section 4.1.1 of, or as otherwise provided in, the Credit Agreement. Interest shall be due on the dates provided in Section 5 of the Credit Agreement, or as otherwise provided therein. Interest hereon will be payable at the times specified
in the Credit Agreement. 
 After request for payment of any principal hereof or interest hereon shall have been made by the Bank to the
Borrower, or upon the occurrence and during the continuation of an Event of Default, such amount shall thereafter bear interest at a rate per annum as set forth in Section 4.3 of the Credit Agreement. Such interest will accrue before and after
any judgment has been entered with respect to this Swing Loan Note. 
 Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at PNC Firstside Center, 4th Floor, 500 First Avenue, Pittsburgh, Pennsylvania 15219, in lawful
money of the United States of America in immediately available funds. 
 This Swing Loan Note is a Swing Loan Note referred to in, is
subject to the provisions of, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants and conditions contained or granted therein. This Swing Loan Note shall be
payable on demand and regardless of whether or not an Event of Default has occurred and is continuing. 
 Except as otherwise provided in
the Credit Agreement, the Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Swing Loan Note and the Credit Agreement. 

This Swing Loan Note shall bind the Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of the Bank
and its successors and assigns; provided, that any assignment of this Swing Loan Note by the Borrower or the Bank shall be subject to the provisions of Section 11.8 of the Credit Agreement. All references herein to the
“Borrower,” the “Administrative Agent” and the “Bank” shall be deemed to apply to the Borrower, the Administrative Agent and the Bank, respectively, and their respective successors and assigns. 







 This Swing Loan Note and any other documents delivered in connection herewith and the rights and
obligations of the parties hereto and thereto shall for all purposes be governed by and construed and enforced in accordance with the internal law of the State of New York without giving effect to its conflict of laws principles. 

THIS AMENDED AND RESTATED SWING LOAN NOTE REPLACES THE AMENDED AND RESTATED SWING LOAN NOTE DATED AS OF APRIL 12, 2011 PAYABLE BY THE
BORROWER IN FAVOR OF THE BANK (THE “PRIOR NOTE”). THIS AMENDED AND RESTATED SWING LOAN NOTE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED BY THE PRIOR NOTE. 

[SIGNATURE PAGE FOLLOWS] 

  
 -2- 







 [SIGNATURE PAGE TO SWING LOAN NOTE] 

IN WITNESS WHEREOF, the undersigned has executed this Swing Loan Note by its duly authorized officer with the intention that it constitute a
sealed instrument. 
  

			
	CONSOL ENERGY INC.
		
	By:	 	  

	Name:	 	
	Title:	 	








 EXHIBIT 1.1(P)(1) 

FORM OF 
 PERFECTION
CERTIFICATE 
 [to be provided separately] 






 EXHIBIT 1.1(P)(2) 

FORM OF 
 PERFECTION
CERTIFICATE SUPPLEMENT 
 This Perfection Certificate Supplement, dated as of
[            ], 201[  ] is delivered pursuant to Section 8.3.7(d) of that certain Credit Agreement dated as of June 18, 2014 (the “Credit Agreement”)
among CONSOL ENERGY INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto (collectively, the “Guarantors”), certain other parties thereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative
Agent and as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement. 

As used herein, the term “Companies” means the Borrower and each of the Guarantors. 

The undersigned, the
[                    ] of the Borrower, hereby certify (in my capacity as
[                    ] and not in my individual capacity) to the Collateral Agent and each of the other Secured Parties that, as of the date hereof,
there has been no change in the information described in the Perfection Certificate delivered on the Closing Date (as supplemented by any Perfection Certificate Supplements delivered prior to the date hereof, the “Prior Perfection
Certificate”), other than as follows: 
 1. Names. Except as listed in Schedule 1(a) attached hereto and made
a part hereof, (x) Schedule 1(a) to the Prior Perfection Certificate sets forth the exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document;
(y) each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) to the Prior Perfection Certificate and (ii) a registered organization except to the extent disclosed in Schedule 1(a)
to the Prior Perfection Certificate and (z) set forth in Schedule 1(a) to the Prior Perfection Certificate is the organizational identification number, if any, of each Company that is a registered organization, the Federal
Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company. 
  

	 	•	 	Current Locations. Except as listed in Schedule 2 attached hereto and made a part hereof, the chief executive office and the preferred mailing address (if different than the chief executive office)
of each Company is located at the address set forth in Schedule 2 of the Prior Perfection Certificate. 

  

	 	•	 	Real Property. Except as listed in Schedule 3 attached hereto and made a part hereof, Schedule 3 to the Prior Perfection Certificate is a list of (i) all real property encumbered
or to be encumbered by a Mortgage and fixture filing, which real property includes Proved Reserves that constitute no less than 75% of the total present value of all such Proved Reserves included in the Borrowing Base and all Coal Assets that are
currently pledged under the Existing CNX Gas Credit Agreement or the Existing CONSOL Credit Agreement (such real property, the “Mortgaged Property”), (ii) common names, addresses and uses of each Mortgaged Property (stating
improvements located thereon which are included in the Collateral) and (iii) other information relating thereto required by such Schedule 3. The Companies hereby certify that other than as set forth on Schedule 3, no
Mortgaged Property has any “Building” (as such terms are defined in Schedule 3) which is included in the Collateral located on it. 








	 	•	 	Stock Ownership and Equity Interests. Except as listed in Schedule 4 attached hereto and made a part hereof, Schedule 5 to the Prior Perfection Certificate is a true and correct list
of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and its Subsidiaries and the record and beneficial owners of such
stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement. 


 

	 	•	 	Instruments and Tangible Chattel Paper. Except as listed in Schedule 5 attached hereto and made a part hereof, Schedule 5 to the Prior Perfection Certificate is a true and correct list
of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness with a value in excess of $2,000,000 held by each
Company as of the date hereof, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security
Agreement. 

  

	 	•	 	Intellectual Property. 

  

	 	•	 	Except as listed in Schedule 6(a) attached hereto and made a part hereof, Schedule 6(a) to the Prior Perfection Certificate is a schedule setting forth all of each Company’s Patents
and Trademarks (each as defined in the Security Agreement) registered with the United States Patent and Trademark Office, including the name of the registered owner and the registration number of each Patent or Trademark owned by each Company.


  

	 	•	 	Except as listed in Schedule 6(b) attached hereto and made a part hereof, Schedule 6(b) to the Prior Perfection Certificate is a schedule setting forth all of each Company’s United
States Copyrights (each as defined in the Security Agreement) applied for or registered with the United States Copyright Office, including the name of the registered owner and the registration number of each Copyright owned by each Company.


  

	 	•	 	Commercial Tort Claims. Except as listed in Schedule 7 attached hereto and made a part hereof, Schedule 7 to the Prior Perfection Certificate is a true and correct list of all
Commercial Tort Claims (as defined in the Security Agreement) held by each Company, including a brief description thereof and stating if such commercial tort claims are required to be pledged under the Security Agreement. 


[The Remainder of this Page has been intentionally left blank] 

  
 -2- 







 IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate Supplement as of
this [    ] day of [            ], 2014. 
  

					
	CONSOL ENERGY INC.
			
	3.	 	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	GUARANTORS:



  
 -3- 







 Schedule 1(a) 

Legal Names, Etc. 
  

											
	 4. Legal Name
	 	 5. Type of

Entity
	 	 6. Registered
Organization

(Yes/No)
	  	 7. Organizational
Identification
Number15
	  	 8. Federal

Taxpayer
Identification
Number
	  	 9. Jurisdiction of
Formation

		 		 		  		  		  	
		 		 		  		  		  	
		 		 		  		  		  	

  

	15 	If none, so state. 


  
 -4- 







 Schedule 2 

Chief Executive Offices 
  

							
	 Company/Subsidiary
	  	 Address
	  	 County
	  	 State

		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	


  
 -5- 







 Schedule 3 

Mortgaged Property 
  

									
	 Entity of Record
	  	 Common Name,

Address and Tax

Parcel ID No(s)
	  	 Purpose/Use
	  	 Improvements Located

on Real Property

(including number
of
“Buildings”16)
	  	 Legal Description (if
Encumbered by Mortgage

and/or Fixture Filing)

	[    ]	  	 [    ]
  

[COUNTY, STATE, ZIP CODE]
  

[Tax Parcel ID No(s)]
	  	[    ]	  	[    ]	  	[See Schedule A to Mortgage and/or fixture filing encumbering this property.]
		  		  		  		  	

  

	16 	“Building” means a walled and roofed structure, other than a gas or liquid storage tank, that is principally above ground and affixed to a permanent site, and a walled and roofed structure while in the course
of construction, alteration or repair. 


  
 -6- 







 Schedule 4 

Stock Ownership and Equity Interests 
  

									
	 Current Legal Entities Owned
	  	Record Owner	  	Certificate No.	  	No. Shares/Interest	  	Percent
Pledged
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 -7- 







 Schedule 5 

Instruments and Tangible Chattel Paper 
  

	1.	Promissory Notes: 

  

													
	 Payee
	  	Payor	  	Principal
Amount	  	Date of
Issuance	  	Interest
Rate	  	Maturity
Date	  	Pledged
[Yes/No]
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	

  

	2.	Chattel Paper: 

  

			
	 Description
	  	 Pledged

[Yes/No]

		  	
		  	
		  	


  
 -8- 







 Schedule 6(a) 

Patents and Trademarks 
 UNITED
STATES PATENTS: 
 Registrations: 
  

									
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 DESCRIPTION
	  	 	  	 
		  		  		  		  	

 Applications: 
  

									
	 OWNER
	  	 APPLICATION

NUMBER
	  	 DESCRIPTION
	  	 	  	 
	 	  	 	  	 	  	 	  	 

 UNITED STATES TRADEMARKS: 

Registrations: 
  

									
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TRADEMARK
	  	 	  	 
	 	  	 	  	 	  	 	  	 

 Applications: 
  

									
	 OWNER
	  	 APPLICATION

NUMBER
	  	 TRADEMARK
	  	 	  	 
	 	  	 	  	 	  	 	  	 


  
 -9- 







 Schedule 6(b) 

Copyrights 
 UNITED STATES
COPYRIGHTS 
 Registrations: 
  

									
	 OWNER
	  	 TITLE
	  	 REGISTRATION NUMBER
	  	 	  	 
	 	  	 	  	 	  	 	  	 

 Applications: 
  

							
	 OWNER
	  	 APPLICATION NUMBER
	  	 	  	 
	 	  	 	  	 	  	 


  
 -10- 







 Schedule 7 

Commercial Tort Claims 
  

			
	 Description
	  	 Pledged

[Yes/No]

	 	  	 
	 	  	 
	 	  	 







 EXHIBIT 2.5.1 

FORM OF 
 LOAN REQUEST

 LOAN REQUEST; RATE REQUEST 
  

			
	TO:	  	 PNC Bank, National Association, as Administrative Agent

PNC Firstside Center, 4th Floor
 500 First Avenue

		  	 Pittsburgh, Pennsylvania 15219
 Telephone No.:
[(412) 762-6442]
 Telecopier No.: [(412) 762-8672]

		  	Attention: [Lisa Pierce]
		
	FROM:	  	CONSOL Energy Inc. (the “Borrower”)
		
	RE:	  	Amended and Restated Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as of June 18, 2014, by and among CONSOL Energy Inc., a Delaware corporation, the
Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association (the “Administrative Agent”).

 Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them by the Credit Agreement.

  

	A.	Pursuant to Section 2.5.1 or 4.1 of the Credit Agreement, the undersigned Borrower irrevocably requests [check one box under 1(a) below and fill in blank space next to the box as appropriate]:


  

					
	1.(a)	  	 ̈	  	A new Revolving Credit Loan. OR
			
		  	 ̈	  	Renewal of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on                  , 20    .
OR
			
		  	 ̈	  	Conversion of the Base Rate Option applicable to an outstanding Revolving Credit Loan originally made on                      to a
Revolving Credit Loan to which the LIBOR Rate Option applies. OR
			
		  	 ̈	  	Conversion of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan on                  ,
         to a Revolving Credit Loan to which the Base Rate Option applies.







 SUCH NEW, RENEWED OR CONVERTED REVOLVING CREDIT LOAN SHALL BEAR INTEREST: 

[Check one box under 1(b) below and fill in blank spaces in line next to box]: 

 

					
	1.(b)(i)	 	 ̈	  	Under the Base Rate Option. Such Loan shall have a Borrowing Date or interest conversion date, as applicable, of             ,      (which date shall be
(i) the same Business Day as the Business Day of receipt by the Agent by 11:00 a.m. of this Loan Request for making a new Revolving Credit Loan to which the Base Rate Option applies, or (ii) the last day of the preceding Interest Period if
a Revolving Credit Loan to which the LIBOR Rate Option applies is being converted to a Revolving Credit Loan to which the Base Rate Option applies).

 OR 
  

					
	(ii)	 	 ̈	  	Under the LIBOR Rate Option. Such Loan shall have a Borrowing Date or interest conversion date, as applicable, of
                     (which date shall be no earlier than three (3) Business Days subsequent to the Business Day of receipt by the Agent by
11:00 a.m. of this Loan Request for (i) making a new Revolving Credit Loan to which the LIBOR Rate Option applies or renewing a Revolving Credit Loan to which the LIBOR Rate Option applies, or (ii) converting a Loan to which the Base
Rate Option applies to a Revolving Credit Loan to which the LIBOR Rate Option applies).

  

	 	2.	Such Loan is in the principal amount of U.S. $         or the principal amount to be renewed or converted is U.S. $        .


  

	 	    	[to be in increments of $1,000,000 and not to be less than $5,000,000 for each Borrowing Tranche under the LIBOR Rate Option and to be in increments of $50,000 and not to be less than the lesser of $500,000 and the
maximum amount available for Borrowing Tranches to which the Base Rate Option applies] 

  

	 	3.	[Complete blank below if the Borrower is selecting the LIBOR Rate Option]: 

  

	 	    	Such Loan shall have an Interest Period of two weeks or one, two, three, or six Months.
                                        .


  

	B.	As of the date hereof and the date of making of the above-requested Revolving Credit Loan (and after giving effect thereto): the representations and warranties of the Loan Parties contained in Section 6 of the
Credit Agreement and in the other Loan Documents are true on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof (except representations and warranties which
expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default has occurred and is continuing;
and the Revolving Facility Usage shall not exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments. 


  
 -2- 








	C.	The undersigned hereby irrevocably requests [check one line under 1.(a) below and fill in blank space next to the line as appropriate]: 


 

	 	1.(a)	     Funds to be deposited into PNC Bank account per our current standing instructions. Complete amount of deposit if not full loan advance amount:
$            . 

 OR 

 

	
	     Funds to be wired per the following wire instructions:
	
	 $         Amount of Wire Transfer

	 Bank Name:
                                        


	 ABA:
                                         
         

	 Account Number:
                              

	 Account Name:
                                  

	 Reference:
                                         
 


 OR 

     Funds to be wired per the attached Funds Flow (multiple wire transfers). 

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 

  
 -3- 







 [SIGNATURE PAGE TO LOAN REQUEST] 

The undersigned certifies to the Administrative Agent as to the accuracy of the foregoing. 

 

							
		 		 	 CONSOL ENERGY INC. 

				
	Date:             , 20    	 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	







 EXHIBIT 2.5.2 

FORM OF 
 SWING LOAN
REQUEST 
  

			
	TO:	  	 PNC Bank, National Association, as Administrative Agent

PNC Firstside Center, 4th Floor
 500 First Avenue

Pittsburgh, Pennsylvania 15219
 Telephone No.: [(412)
762-6442]
 Telecopier No.: [(412) 762-8672]
 Attention: [Lisa
Pierce]

		
	FROM:	  	CONSOL Energy Inc., a Delaware corporation (the “Borrower”)
		
	RE:	  	Amended and Restated Credit Agreement (as it may be amended, restated, modified or supplemented, the “Credit Agreement”), dated as June 18, 2014, by and among CONSOL Energy Inc., a Delaware corporation, the
Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Syndication Agent, and PNC Bank, National Association (the “Administrative Agent”).

 Capitalized terms not otherwise defined herein shall have the respective meanings given to them by the Credit
Agreement. 
 Pursuant to Section 2.5.2 of the Credit Agreement, the Borrower hereby makes the following Swing Loan Request: 

 

					
	1.	  	Aggregate Principal Amount of such Swing Loan [may not be less than $100,000 and must be an integral multiple of $50,000]	  	U.S. $        
			
	2.	  	 Proposed Borrowing Date
  

[which date shall be on or after the date on which the Administrative Agent receives this Swing Loan Request, with such Swing Loan Request to be received no
later than 2:00 p.m. Eastern Time on the Borrowing Date]
	  	  

		
	3.	  	As of the date hereof and the date of making of the above-requested Swing Loan (and after giving effect thereto): the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement
and in the other Loan Documents are true on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof (except representations and warranties which expressly relate solely
to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default has occurred and is continuing; and the Revolving Facility
Usage shall not exceed the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitments.

 [SIGNATURE PAGE FOLLOWS] 






 The Borrower certifies to the Administrative Agent for the benefit of the Lenders as to the
accuracy of the foregoing on             , 20    . 
  

			
	CONSOL ENERGY INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 [SIGNATURE PAGE TO SWING LOAN REQUEST] 






 EXHIBIT 7.1.1(d)(i) 

FORM OF 
 OPINION OF
COUNSEL (IN-HOUSE COUNSEL) 






 EXHIBIT 7.1.1(d)(ii) 

FORM OF 
 OPINION OF
COUNSEL (LATHAM & WATKINS LLP) 






 EXHIBIT 7.1.1(d)(iii) 

FORM OF 
 OPINION OF
LOCAL COUNSEL 






 EXHIBIT 8.2.6 

FORM OF 
 ACQUISITION
CERTIFICATE 
             ,        

 PNC Bank, National Association, as Administrative Agent 

One PNC Plaza 
 249 Fifth Avenue 

Pittsburgh, Pennsylvania 15222-2707 
 Ladies and Gentlemen: 

I refer to the Amended and Restated Credit Agreement dated as of June 18, 2014 (as hereafter modified, amended, supplemented or restated
from time to time, the “Credit Agreement”) among CONSOL Energy Inc. (the “Borrower”), the Guarantors set forth therein, the Lenders set forth therein, PNC Bank, National Association as the administrative agent for
the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the syndication agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. References herein to
Sections of the Credit Agreement are qualified, in their entirety, by the applicable provision of the Section of the Credit Agreement so referred to and together with all related provisions and definitions referred to in such Section or incorporated
therein.17 
 I,
                    , [specify: Chief Executive Officer/President/Chief Financial Officer/Treasurer] of the Borrower, do hereby certify on behalf of
the Borrower as of the [specify: fiscal quarter/fiscal year ended             , 20    ] as follows: 

In connection with Section 8.2.6 of the Credit Agreement and with respect to a proposed Permitted Acquisition by
                     [name of Loan Party that will be making the Permitted Acquisition] (the “Acquiring Company”) of
                     [specify: assets/stock] [specify: by purchase/by merger and insert description of the transaction] (the
“Acquisition”) of                      [insert name of entity whose assets are/stock is being acquired] (the
“Target”): 
 The proposed date of the Acquisition is
                     (the “Acquisition Date”) [at least 5 Business Days after the date of this certificate]. 

The “Report Date” herein shall be the date of the most recent fiscal quarter ended prior to the proposed Acquisition of the
Target. 
 1. [The Target is engaged in
                     [describe business being acquired] which complies with Section 8.2.9 of the Credit Agreement.] 

2. Minimum Interest Coverage Ratio. (Section 8.2.14(a)) The Interest Coverage Ratio of the Loan Parties is ________ to 1.0 (insert
from calculations set forth on Appendix A hereto) after giving effect to the Acquisition, which is not less than the permitted ratio of 2.5 to 1.0. 

 

	17 	In case of any conflicts between the terms of the Credit Agreement reflected in this Acquisition Certificate and the Credit Agreement, the provisions of the Credit Agreement shall control. 








	 	•	 	Minimum Current Ratio. (Section 8.2.14(b)) The Current Ratio of the Loan Parties is      to 1.0 (insert from calculation set forth on Appendix A) after giving effect to the
Acquisition, which is not less than the permitted ratio of 1.0 to 1.0. 

  

	 	•	 	Liquidity (Section 8.2.6(b)(ii)). The Borrower has, after giving effect to the Acquisition, $             of Liquidity (insert from calculation set
forth on Appendix A hereto), which is not less than the permitted amount of $200,000,000. 

  

	 	•	 	For acquisitions other than acquisitions of Oil and Gas Properties and Midstream Assets to the extent supporting Oil and Gas Properties: Maximum Total Leverage Ratio (Section 8.2.6(b)(iii)(1)). The Total Leverage
Ratio after giving effect to the Acquisition, including in such computation all incurrences and repayments of such Indebtedness occurring on such date,      is to 1.0 (insert from calculation set forth on Appendix A
hereto). If such Total Leverage Ratio is 4.0 to 1.0 or higher after taking into account the Acquisition, please complete paragraph 5(a) below. 

  

	 	•	 	Consideration (Section 8.2.6(b)(iii)(2)). The aggregate of all Consideration to be paid by the Loan Parties for such Acquisition plus the Consideration for all other Permitted Acquisitions made in the current
fiscal year, including, without duplication, (i) the cash paid by the Borrower or any Restricted Subsidiary, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness assumed by the Borrower or any Restricted
Subsidiary in connection therewith and (iii) any other consideration given by the Borrower or any Restricted Subsidiary in connection therewith is $            , which does not exceed
$100,000,000. 

  

	 	•	 	Attached hereto as Exhibit [    ] are the [insert description of the financial statements or other financial information of the Target] upon which the calculations in this certificate with respect to
the Target are based. 

  

	 	•	 	The Borrower is providing contemporaneously herewith, copies of any agreements entered into or proposed to be entered into by the applicable Loan Parties in connection with the Acquisition. 


 

	 	•	 	No Event of Default or Potential Default exists immediately prior to and after giving effect to the Acquisition. 


  
 -2- 







 IN WITNESS WHEREOF, the undersigned has executed this Certificate this     
day of             , 20    . 
  

			
	By:	 	  

	 Name:
	 	
	 Title:
	 	



  
 -3- 







 APPENDIX A 
  

																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
				
	 1. Minimum Interest Coverage Ratio. (Section 8.2.14(a)) The ratio of (A) Consolidated EBITDA to (B) Consolidated
Cash Interest Expense as of the Report Date is (insert from Item 1(C) below):
	  	     to 1.0	  	     to 1.0	  	     to 1.0
				
	 A. Calculation of amount (A) - Consolidated EBITDA of the Loan Parties as of the Report Date for the four fiscal quarters then ended, on
a Pro Forma Basis:19
	  		  		  	
							
		 		 	(i)	 	Consolidated Net Income:	  		  		  	
								
		 		 		 	(a)	 	the aggregate net income (loss) attributable to the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:	  	$            	  	$            	  	$            
									
		 		 		 		 	(1)	 	any net income of any other Person if such other Person is not a Restricted Subsidiary, except that (i) subject to the exclusion contained in clause (4) below, the Borrower’s equity in the net income of
such other Person for such period shall be included in such Consolidated Net Income up	  	$            	  	$            	  	$            


 

	18 	All calculations are on a pro-forma basis, based upon the financial statements of the Loan Parties as of the Report Date, after giving effect to the Permitted Acquisition (i.e., if a financial covenant is
measured for the immediately preceding four fiscal quarters as of the Report Date, the financial results of the Target as well as the Borrower and its Subsidiaries will be included in that four fiscal quarter period calculation) and include in such
calculations Indebtedness or other liabilities assumed or incurred in connection with such Permitted Acquisition and income earned or expenses incurred by the Target prior to the date of the Permitted Acquisition). 


	19 	With respect to any period during which a Material Acquisition/Disposition [or a Permitted Coal Disposition] by the Loan Parties has occurred, Consolidated EBITDA shall be calculated as if such Material
Acquisition/Disposition [or such Permitted Coal Disposition] had been consummated at the beginning of such period. 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
		 		 		 		 		 	to the aggregate amount of cash actually distributed by such other Person during such period to the Borrower or any Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) of this definition) and (ii) the Borrower’s equity in a net loss of any such other Person for such period shall be included in determining such
Consolidated Net Income	  		  		  	
									
		 		 		 		 	(2)	 	any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Borrower, except that (i) subject to the exclusion contained in clause (3) below, the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the
case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause) and (ii) the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income	  	$            	  	$            	  	$            


  
 -2- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
									
		 		 		 		 	(3)	 	any income or loss attributed to discontinued operations	  	$            	  	$            	  	$            
									
		 		 		 		 	(4)	 	any extraordinary gains or losses, together with any related provision for taxes on such gains or losses	  	$            	  	$            	  	$            
									
		 		 		 		 	(5)	 	any gain or loss, together with any related provision for taxes on such gains or losses, on Dispositions outside the ordinary course of business	  	$            	  	$            	  	$            
									
		 		 		 		 	(6)	 	any non-cash compensation expense realized for grants of performance shares, stock, stock options or other equity-based awards	  	$            	  	$            	  	$            
									
		 		 		 		 	(7)	 	unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of FASB ASC 815	  	$            	  	$            	  	$            
									
		 		 		 		 	(8)	 	any non-cash asset impairment or write-downs on Hydrocarbon Interests under GAAP or SEC guidelines; provided that any reversal or other benefit of any such impairment or write-down in any future period shall be
excluded from Consolidated Net Income in such future period	  	$            	  	$            	  	$            
									
		 		 		 		 	(9)	 	the cumulative effect of a chance in accounting principles	  	$            	  	$            	  	$            
							
		 		 		 	Consolidated Net Income	  	$            	  	$            	  	$            


  
 -3- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
							
		 		 	(ii)	 	plus, to the extent deducted in calculating Consolidated Net Income other than in the case of Item (h) below, the sum of the following amounts for such period:	  		  		  	
								
		 		 		 	(a)	 	Consolidated Interest Expense, net of interest income:	  		  		  	
									
		 		 		 		 	(1)	 	total interest expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding (i) any interest attributable to Dollar-Denominated
Production Payments, (ii) write-off of deferred financing costs and (iii) accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute
Indebtedness)	  	$            	  	$            	  	$            
									
		 		 		 		 	(2)	 	plus, to the extent not include in such total interest expense, and to the extent incurred by the Borrower or any Restricted Subsidiary, without duplication, the sum of the following:	  		  		  	
										
		 		 		 		 		 	(A)	 	interest expense attributable to Capital Lease Obligations	  	$            	  	$            	  	$            
										
		 		 		 		 		 	(B)	 	capitalized interest	  		  		  	
										
		 		 		 		 		 	(C)	 	non-cash interest expense	  	$            	  	$            	  	$            
										
		 		 		 		 		 	(E)	 	net costs (including amortization of fees and up-front payments) associated with interest rate caps and other interest rate and currency options that, at the time entered into, resulted in such Person and its Restricted Subsidiaries
being net payees as to future payouts under such caps or options, and interest rate and currency swaps and forwards for which the Borrower or any Restricted Subsidiary has paid a premium;	  	$            	  	$            	  	$            


  
 -4- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
									
		 		 		 		 	(3)	 	minus, to the extent included in items (1) or (2), any amortization of costs relating to original debt issuances other than the amortization of debt discount related to the issuance of zero coupon securities or
other securities with an original issue price of not more than 90% of the principal thereof	  	$            	  	$            	  	$            
								
		 		 		 		 	Consolidated Interest Expense:	  	$            	  	$            	  	$            
									
		 		 		 		 	(4)	 	minus interest income	  	$            	  	$            	  	$            
								
		 		 		 		 	Consolidated Interest Expense, net of interest income:	  	$            	  	$            	  	$            
								
		 		 		 	(b)	 	provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of the Borrower and the Restricted Subsidiaries for such period	  	$            	  	$            	  	$            
								
		 		 		 	(c)	 	depletion, depreciation and impairment charges and expenses of the Borrower and the Restricted Subsidiaries for such period	  	$            	  	$            	  	$            
								
		 		 		 	(d)	 	amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of the Borrower and the Restricted Subsidiaries for
such period	  	$            	  	$            	  	$            
								
		 		 		 	(e)	 	losses for such period from the early extinguishment of Indebtedness	  	$            	  	$            	  	$            
								
		 		 		 	(f)	 	non-recurring transaction costs expensed (in accordance with GAAP) by the Borrower and the Restricted	  	$            	  	$            	  	$            


  
 -5- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
		 		 		 		 	Subsidiaries in connection with (a) the CCC Transaction of up to $85,000,000 in the aggregate, (b) a Separation Transaction, (c) the MLP IPO or (d) any Permitted Coal Disposition	  		  		  	
								
		 		 		 	(g)	 	non-cash charges related to pension liabilities	  	$            	  	$            	  	$            
								
		 		 		 	(h)	 	net cash proceeds of insurance received, or recognized as a receivable in accordance with GAAP, for such period in respect of a casualty event (to the extent such amount is reducing an expense on the statement of
operations of the Borrower for such period relating to such casualty event) or business interruption	  	$            	  	$            	  	$            
							
		 		 	(iii)	 	minus the sum of the following:	  		  		  	
								
		 		 		 	(a)	 	to the extent increasing Consolidated Net Income for such period, gains for such period from the early extinguishment of Indebtedness	  	$            	  	$            	  	$            
								
		 		 		 	(b)	 	to the extent that the amount in Item 1(a)(ii)(h) is actually not received in cash, the amount not received for such period that increased Consolidated EBITDA	  	$            	  	$            	  	$            
						
		 		 	Consolidated EBITDA	  	$            	  	$            	  	$            
				
	 B. Calculation of amount (B) - Consolidated Cash Interest Expense of the Loan Parties as of the Report Date determined on a consolidated
basis in accordance with GAAP as follows:
	  		  		  	
							
		 		 	(i)	 	Consolidated Interest Expense (insert from item 1(A)(ii)(a) above):	  	$            	  	$            	  	$            
							
		 		 	(ii)	 	minus the portion of item (i) not payable in cash	  	$            	  	$            	  	$            


  
 -6- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
						
		 		 	Consolidated Cash Interest Expense	  	$            	  	$            	  	$            
				
	 C. Item 1(A) divided by Item 1(B) equals the Interest Coverage Ratio
	  	     to 1.0	  	     to 1.0	  	     to 1.0
				
		  		  		  	
				
	 2. Minimum Current Ratio. (Section 8.2.14(b)) The ratio of (A) current assets to (B) current liabilities as of
the Report Date is (insert from Item 2(C) below):
	  	     to 1.0	  	     to 1.0	  	     to 1.0
				
	 A. Calculation of amount (A) – current assets (including unused availability under the Credit Agreement but excluding non-cash
assets under FAS 133):
	  	$            	  	$            	  	$            
				
	 B. Calculation of amount (B) - current liabilities (excluding (x) non-cash obligations under FAS 133, (y) current maturities
of obligations under the Credit Agreement or any Qualified Receivables Transaction and (z) current maturities of Existing Notes or Permitted Unsecured Notes which have been tendered for or with respect to which the Borrower has exercised a
redemption right and which are required by GAAP to be current):
	  	$            	  	$            	  	$            
				
	 C. Item 2(A) divided by Item 2(B) equals the Current Ratio
	  	     to 1.0	  	     to 1.0	  	     to 1.0
				
		  		  		  	
				
	 3. Liquidity (Section 8.2.6(b)(ii)). The Liquidity of the Borrower, after giving effect to the Acquisition, is (insert from
Item 3(A) below):
	  	$            	  	$            	  	$            
				
	 A. Calculation of Liquidity – the sum of the following:
	  		  		  	
							
		 		 	(i)	 	the amount of Cash on Hand	  		  		  	
							
		 		 	(ii)	 	the difference (if a positive number) between (i) the lesser of (x) the amount of the Revolving Credit Commitments and (y) the Borrowing Base as of such date, less (ii) the Revolving Facility
Usage,	  	$            	  	$            	  	$            
							
		 		 	(iii)	 	unused availability under the Qualified Receivables Transaction, in each case, as of such date after giving effect to all transactions to occur on such date	  	$            	  	$            	  	$            


  
 -7- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
						
		 		 	Liquidity:	  	$            	  	$            	  	$            
						
		 		 		  		  		  	
				
	 4. Maximum Total Leverage Ratio (Section 8.2.6(b)(iii)). The ratio of (A) certain Indebtedness as described below to
(B) Consolidated EBITDA as of the Report Date is (insert from item 4(C), below):
	  		  		  	
				
	 A. Calculation of amount (A) - the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries of the
type referenced under clauses (1), (2) and (3) of the definition of “Indebtedness” outstanding on such date, after giving effect to all incurrences and repayments of such Indebtedness occurring on such date; provided that
(x) all obligations under undrawn standby letters of credit (whether or not issued under this Agreement) issued with respect to performance obligations under sales contracts, mine reclamation, black lung benefit liabilities, workers
compensation and other employee benefit liabilities shall be excluded from this Item 4(A), (y) the face amount of all other letters of credit (other than to the extent Cash Collateralized) shall be included in this Item 4(A), whether
or not drawn, and (z) all obligations in respect of advance royalty commitments shall be excluded from this Item 4(A):
	  		  		  	
							
		 		 	(i)	 	the principal of and premium (if any) in respect of (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of
which such Person is responsible or liable	  	$            	  	$            	  	$            
							
		 		 	(ii)	 	all Capital Lease Obligations of such Person	  	$            	  	$            	  	$            


  
 -8- 








																			
	 Credit Agreement
	  	Consolidated
for Borrower
and its
Subsidiaries	  	Target	  	Consolidated
Pro Forma18
							
		 		 	(iii)	 	all obligations of such Person issued or assumed as the deferred purchase price of property (which purchase price is due more than six months after the date of taking delivery of title to such property), including all
obligations of such Person for the deferred purchase price of property under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business)	  	$            	  	$            	  	$            
						
		 		 	Sum of certain Indebtedness described above:	  	$            	  	$            	  	$            
				
	 B. Calculation of amount (B) – Consolidated EBITDA of the Borrower (insert from 1(A), above):
	  	$            	  	$            	  	$            
				
	 C. Item 4(A) divided by Item 4(B) equals the Total Leverage Ratio:
	  	     to 1.0	  	     to 1.0	  	     to 1.0


  
 -9- 







 EXHIBIT 8.3.4 

FORM OF 
 QUARTERLY
COMPLIANCE CERTIFICATE 
             , 20     

PNC Bank, National Association, as Administrative Agent 
 One PNC
Plaza 
 249 Fifth Avenue 
 Pittsburgh, Pennsylvania 15222-2707

 Ladies and Gentlemen: 
 I refer to the
Amended and Restated Credit Agreement dated as of June 18, 2014 (as hereafter modified, amended, supplemented or restated from time to time, the “Credit Agreement”) among CONSOL ENERGY INC. (the “Borrower”),
the Guarantors set forth therein, the Lenders set forth therein, PNC Bank, National Association, as the administrative agent for the Lenders (the “Administrative Agent”) and Bank of America, N.A., as the syndication agent. Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. References herein to Sections of the Credit Agreement are qualified, in their entirety, by the applicable provisions of the Section of the Credit
Agreement so referred to and together with all related provisions and definitions referred to in such Section or incorporated therein.20 

I,                     , [Chief Financial
Officer / Treasurer] of the Borrower, do hereby certify on behalf of the Borrower as of the [quarter / year ended]             , 20     (the
“Report Date”), as follows: 
 1. Minimum Interest Coverage Ratio. (Section 8.2.14(a)) The ratio of
(A) Consolidated EBITDA to (B) Consolidated Cash Interest Expense of the Loan Parties is      to 1.0 (insert from Item 1(C) below) as of the Report Date for the four fiscal quarters then ended,
which is not less than the permitted ratio of 2.5 to 1.0. 
  

	 	A.	Calculation of amount (A) - Consolidated EBITDA of the Loan Parties as of the Report Date for the four fiscal quarters then ended, on a Pro Forma Basis: 


 

											
	 (i)
	  	Consolidated Net Income:	  	
				
		  	(a)	  	the aggregate net income (loss) attributable to the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:	  	$            


 

	20 	In case of any conflicts between the terms of the Credit Agreement reflected in this Quarterly Compliance Certificate and the Credit Agreement, the provisions of the Credit Agreement shall control. 








													
		  		  	(1)	  	any net income of any other Person if such other Person is not a Restricted Subsidiary, except that (i) subject to the exclusion contained in clause (4) below, the Borrower’s equity in the net income of such
other Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such other Person during such period to the Borrower or any Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) of this definition) and (ii) the Borrower’s equity in a net loss of any such other Person for
such period shall be included in determining such Consolidated Net Income	  	$	            	  
					
		  		  	(2)	  	any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Borrower, except that (i) subject to the exclusion contained in clause (3) below, the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the
case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause) and (ii) the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income	  	$	            	  
					
		  		  	 (3)
	  	any income or loss attributed to discontinued operations	  	$	            	  
					
		  		  	 (4)
	  	any extraordinary gains or losses, together with any related provision for taxes on such gains or losses	  	$	            	  
					
		  		  	 (5)
	  	any gain or loss, together with any related provision for taxes on such gains or losses, on Dispositions outside the ordinary course of business	  	$	            	  
					
		  		  	 (6)
	  	any non-cash compensation expense realized for grants of performance shares, stock, stock options or other equity-based awards	  	$	            	  


  
 -2- 








													
		  		  	(7)	  	unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of FASB ASC 815	  	$	            	  
					
		  		  	(8)	  	any non-cash asset impairment or write-downs on Hydrocarbon Interests under GAAP or SEC guidelines; provided that any reversal or other benefit of any such impairment or write-down in any future period shall be
excluded from Consolidated Net Income in such future period	  	$	            	  
					
		  		  	(9)	  	the cumulative effect of a chance in accounting principles	  	$	            	  
			
		  	Consolidated Net Income	  	$	             	  
			
	 (ii)
	  	plus, to the extent deducted in calculating Consolidated Net Income other than in the case of Item (h) below, the sum of the following amounts for such period:	  			
				
		  	(a)	  	Consolidated Interest Expense, net of interest income:	  			
					
		  		  	(1)	  	total interest expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding (i) any interest attributable to Dollar-Denominated
Production Payments, (ii) write-off of deferred financing costs and (iii) accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute
Indebtedness)	  	$	             	  
					
		  		  	(2)	  	plus, to the extent not include in such total interest expense, and to the extent incurred by the Borrower or any Restricted Subsidiary, without duplication, the sum of the following:	  			
						
		  		  		  	(A)	  	interest expense attributable to Capital Lease Obligations	  	$	             	  
						
		  		  		  	(B)	  	capitalized interest	  	$	             	  
						
		  		  		  	(C)	  	non-cash interest expense	  	$	             	  
						
		  		  		  	(E)	  	net costs (including amortization of fees and up-front payments) associated with interest rate caps and other interest rate	  	$	             	  


  
 -3- 








													
		  		  		  		  	and currency options that, at the time entered into, resulted in such Person and its Restricted Subsidiaries being net payees as to future payouts under such caps or options, and interest rate and currency swaps and forwards for
which the Borrower or any Restricted Subsidiary has paid a premium;	  			
					
		  		  	(3)	  	minus, to the extent included in items (1) or (2), any amortization of costs relating to original debt issuances other than the amortization of debt discount related to the issuance of zero coupon
securities or other securities with an original issue price of not more than 90% of the principal thereof	  	$	            	  
				
		  		  	Consolidated Interest Expense:	  	$	            	  
					
		  		  	(4)	  	minus interest income	  	$	            	  
				
		  		  	Consolidated Interest Expense, net of interest income:	  	$	            	  
				
		  	(b)	  	provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of the Borrower and the Restricted Subsidiaries for such period	  	$	            	  
				
		  	(c)	  	depletion, depreciation and impairment charges and expenses of the Borrower and the Restricted Subsidiaries for such period	  	$	            	  
				
		  	(d)	  	amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of the Borrower and the Restricted Subsidiaries for
such period	  	$	            	  
				
		  	(e)	  	losses for such period from the early extinguishment of Indebtedness	  	$	            	  
				
		  	(f)	  	non-recurring transaction costs expensed (in accordance with GAAP) by the Borrower and the Restricted Subsidiaries in connection with (a) the CCC Transaction of up to $85,000,000 in the aggregate, (b) a
Separation Transaction, (c) the MLP IPO or (d) any Permitted Coal Disposition	  	$	            	  
				
		  	(g)	  	non-cash charges related to pension liabilities	  	$	            	  
				
		  	(h)	  	net cash proceeds of insurance received, or recognized as a receivable in accordance with GAAP, for such period	  	$	            	  


  
 -4- 








													
		  		  	in respect of a casualty event (to the extent such amount is reducing an expense on the statement of operations of the Borrower for such period relating to such casualty event) or business interruption	  			
			
	(iii)	  	minus the sum of the following:	  			
				
		  	(a)	  	to the extent increasing Consolidated Net Income for such period, gains for such period from the early extinguishment of Indebtedness	  	$	            	  
				
		  	(b)	  	to the extent that the amount in Item 1(a)(ii)(h) is actually not received in cash, the amount not received for such period that increased Consolidated EBITDA	  	$	            	  
		
	Consolidated EBITDA	  	$	            	  
		
	 •
	  	Calculation of amount (B) - Consolidated Cash Interest Expense of the Loan Parties as of the Report Date determined on a consolidated basis in accordance with GAAP as follows:	   
			
	 (i)
	  	Consolidated Interest Expense (insert from item 1(A)(ii)(a) above):	  	$	            	  
			
	 (ii)
	  	minus the portion of item (i) not payable in cash	  	$	            	  
		
	Consolidated Cash Interest Expense	  	$	            	  
			
	B.	  	Item 1(A) divided by Item 1(B) equals the Interest Coverage Ratio	  	 	     to 1.0	  
				
		  	   •	  	Minimum Current Ratio. (Section 8.2.14(b)) The ratio of (A) current assets to (B) current liabilities is      to 1.0 (insert from Item 2(C) below) as of
the Report Date for the four fiscal quarters then ended, which is not less than the permitted ratio of 1.0 to 1.0.	  			
			
	 C.
	  	Calculation of amount (A) – current assets (including unused availability under the Credit Agreement but excluding non-cash assets under FAS 133):	  	$	            	  
			
	 D.
	  	Calculation of amount (B) - current liabilities (excluding (x) non-cash obligations under FAS 133, (y) current maturities of obligations under the Credit Agreement or any Qualified Receivables
Transaction and (z) current maturities of Existing Notes or Permitted Unsecured Notes which have been tendered for or with respect to which the Borrower has exercised a redemption right and which are required by GAAP to be current):	  	$	            	  
			
	 E.
	  	Item 2(A) divided by Item 2(B) equals the Current Ratio	  	 	     to 1.0	 


  
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		  	   •	  	  [Insert if Applicable: Except as certified to the Administrative Agent and the Lenders pursuant to Section 8.3.5 of the Credit Agreement,] The representations and warranties
of the Borrower contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is already qualified as to materiality shall be true
and correct in all respects as so qualified) on and as of this date with the same effect as though such representations and warranties have been made on and as of the date hereof (except representations and warranties that expressly relate solely to
an earlier date or time).
			
		  	   •	  	[Insert if Applicable: Except as certified to the Administrative Agent and the Lenders pursuant to Section 8.3.5 of the Credit Agreement,] No Event of Default or Potential Default exists
and is continuing as of the date hereof.
			
		  	   •	  	Set forth on Exhibit A attached hereto is a description of each Swap Agreement to which any Loan Party is a party, all of which the Loan Parties are permitted to enter under Section 8.2.12 of the Credit
Agreement.


  
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 IN WITNESS WHEREOF, the undersigned has executed this Certificate this     
day of             , 20    . 
  

			
	By:	 	  

	Name:	 	
	Title:	 	



  
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 EXHIBIT A 

SWAP AGREEMENTS