EX-10.3


 Exhibit 10.3 

FIRST AMENDMENT TO 

PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENT 

THIS FIRST AMENDMENT TO PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENT (this “Amendment”) is made as of this
30th day of September, 2016 (the “Execution Date”), by and among CONSOL PENNSYLVANIA COAL COMPANY LLC, a Delaware limited liability company (“CPCC”), CONRHEIN COAL COMPANY, a Pennsylvania
general partnership (“Conrhein,” and together with CPCC, the “CONSOL Parties”), CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“Operator”). CONSOL
Parties and Operator may be referred to herein separately as a “Party” and collectively as the “Parties.” 

RECITALS: 

WHEREAS, the CONSOL Parties and Operator own undivided interests in those certain coal mines in Greene and
Washington Counties, Pennsylvania and Marshall County, West Virginia, commonly known as the Bailey Mine, the Enlow Fork Mine, the Harvey Mine, and the related preparation plant commonly known as the Bailey preparation plant (the
“Pennsylvania Mine Complex”); and 
 WHEREAS, CONSOL Parties and
Operator are party to that certain Pennsylvania Mine Complex Operating Agreement, dated as of July 7, 2015( the “Operating Agreement”) pursuant to which the Owning Parties (as hereinafter defined) designated Operator as
the operator of the Assets (as hereinafter defined) and in connection therewith engaged Operator as an independent contractor to provide, directly or indirectly, certain services with respect to the operation of the Assets, subject to and upon the
terms and conditions as further described in the Operating Agreement. 
 WHEREAS, the CONSOL Parties and Operator
desire to amend the Operating Agreement to revise the Operational Services (as defined in the Operating Agreement; 
 AGREEMENTS:

 NOW, THEREFORE, in consideration of the mutual agreements, covenants, and conditions herein contained, the CONSOL Parties and
Operator hereby agree as follows: 
 ARTICLE 1 

AMENDMENT 
 1.1
Amendment of Section 3.1. Each of the following new Section 3.1(e), Section 3.1(f), Section 3.1(g), Section 3.1(h), Section 3.1(i) and Section 3.1(j) are hereby added to the Operating Agreement following
Section 3.1(d) of the Operating Agreement: 
 (e) HSE. Operator shall conduct all health, environmental,
safety and security services, including Mine Safety and Health Administration reporting. 






 (f) Land Services. Operator shall conduct all services related to
the acquisition, divestiture, management and administration of the real property interests underlying the Pennsylvania Mine Complex. 

(g) Permit. Operator shall acquire, manage and administer all permits necessary for the operation of the
Pennsylvania Mine Complex in material compliance with such permits. 
 (h) Contract Administration and
Marketing Services. Operator shall conduct all services necessary to (i) market the production from the Pennsylvania Mine Complex, including administration of the Contract Agency Agreement, invoicing and receipt of consideration from
purchasers and (ii) negotiate, manage and administer the contracts necessary for the operation of the Pennsylvania Mine Complex. 

(i) Logistics. Operator shall conduct all logistics relating to operation of the Pennsylvania Mine Complex,
including (i) distribution services, including shipment tracking, daily assessment and communication of operations activities, shipment scheduling, distribution data maintenance, monitoring shipment sampling, analysis and premium/penalty
calculations, management and forecasting inventory and production levels, maintaining sales and contract orders, maintaining and updating biweekly COPA reports, coordinating between CESC departments, operations and carriers and
(ii) transportation services, including procuring transportation rates, procuring terminal throughput rates, negotiating transportation rates, providing market analysis, calculating fuel surcharges, and submitting refunds. 

(j) Reporting. Operator shall prepare, or cause to be prepared, such daily reports typically prepared by an
operator of a mining complex similar to the Pennsylvania Mine Complex that are prepared in the ordinary course of business and monthly per ton reports and annual reserve reports. 

ARTICLE 2 
 MISCELLANEOUS

 2.1 Definitions. For purposes hereof, the capitalized terms used herein and not otherwise defined have the meanings set forth
in the Operating Agreement. 
 2.2 Amendment Compliance. The Parties acknowledge that this Amendment complies with the requirements
to amend the Operating Agreement, as stated in Section 9.7 of the Operating Agreement. 
 2.3 References. All references to the
Operating Agreement in any document, instrument or agreement shall hereafter be deemed to refer to the Operating Agreement as amended hereby. 

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

  
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 2.5 Ratification. The Operating Agreement, as amended herein, is ratified and confirmed.

 2.6 Miscellaneous. Section 1.2 of the Operating Agreement and Section 9.8 of the Operating Agreement are incorporated
herein by this reference as if set out fully herein and shall apply in all respects to this Amendment, mutatis mutandis. 

[signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the
Execution Date. 
  

			
	CPCC:
	
	CONSOL PENNSYLVANIA COAL COMPANY LLC
		
	By:	 	 /s/ Stephen W. Johnson

	Name: Stephen W. Johnson
	Title:   Vice President and Secretary
	
	CONRHEIN:
	
	CONRHEIN COAL COMPANY
		
	By:	 	 /s/ Stephen W. Johnson

	Name: Stephen W. Johnson
	Title:   Vice President

  

			
	OPERATOR:
	
	CNX THERMAL HOLDINGS LLC
		
	By:	 	 /s/ Lorraine L. Ritter

	Name:	 	Lorraine L. Ritter
	Title:	 	Chief Financial Officer and Chief Accounting Officer

 Signature Page to First Amendment to 

Pennsylvania Mine Complex Operating Agreement