Introductory CNX Midstream Partners LP, a Delaware limited partnership (the “Issuer”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $400,000,000 aggregate principal amount of the Issuer’s 4.750% Senior Notes due 2030 (the “Notes”). Xxxxx Fargo Securities, LLC has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuer, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuer, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Issuer formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.” The Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 15, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex II (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). CNX Midstream GP LLC, a Delaware limited liability company and the sole general partner of the Issuer, is referred to herein as the “General Partner.” CNX Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and CNX Midstream DevCo I LP, a Delaware limited partnership (“Anchor Subsidiary”), are sometimes collectively referred to herein as the “Operating Subsidiaries.” The Operating Subsidiaries, CNX Midstream DevCo I GP LLC, a Delaware limited liability company and general partner of Anchor Subsidiary (“Anchor Subsidiary GP”), CNX Midstream SP Holdings LLC (“Holdings”) and CNX Midstream Finance Corp., a Delaware corporation, are sometimes collectively referred to herein as the “Subsidiaries.” The Issuer and the Guarantors are herein collectively referred to as the “Obligors.” The Obligors and the General Partner are collectively referred to herein as the “Partnership Parties.” The Issuer, the General Partner and the Subsidiaries are collectively referred to herein as the “Partnership Entities.” CNX Resources Corporation, a Delaware corporation (“CNX”), is the parent of the Issuer. Each Partnership Party hereby confirms its agreements with the Initial Purchasers as follows:
