AGREEMENT AND PLAN OF MERGER by and among CONSOL ENERGY INC., TRANSFORMER LP HOLDINGS INC., TRANSFORMER MERGER SUB LLC, CONSOL COAL RESOURCES GP LLC and CONSOL COAL RESOURCES LP October 22, 2020Agreement and Plan of Merger • October 23rd, 2020 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2020 (this “Agreement”), is entered into by and among CONSOL Energy Inc., a Delaware corporation (“Parent”), Transformer LP Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdings”), Transformer Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), CONSOL Coal Resources LP, a Delaware limited partnership (the “Partnership”), and CONSOL Coal Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 10th, 2023 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
EMPLOYMENT AGREEMENT (“Agreement”) dated as of February 8, 2023 (the “Effective Date”) between CONSOL Energy Inc. 275 Technology Drive, Suite 101 Canonsburg, Pennsylvania 15317, a Delaware corporation (the “Company”), and Mitesh Thakkar (the “Executive”).
RECEIVABLES FINANCING AGREEMENT Dated as of November 30, 2017 by and among CONSOL FUNDING LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as...Receivables Financing Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 30, 2017 by and among the following parties:
AMENDMENT NO. 5Credit Agreement • June 13th, 2023 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
THIS CREDIT AGREEMENT (the “Agreement”) is dated as of November 28, 2017, as amended as of July 18June 12, 20222023, and is made by and among CONSOL ENERGY INC. (formerly known as CONSOL MINING CORPORATION), a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Revolving Lenders and Term A Lenders in their capacities as such under this Agreement (in such capacity, the “ Revolving/TLA Administrative Agent”), CITIBANK, N.A., as administrative agent for the Term B Lenders in their capacities as such under this Agreement (in such capacity, the “TLB (the “ Administrative Agent”) and PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders and the other Secured Parties (in such capacity, the “Collateral Agent”).
TLA2Trademark License Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Pennsylvania
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of this 28th day of November, 2017 (the “Effective Date”), by and between CONSOL ENERGY INC., a corporation organized under the laws of the state of Delaware (“Licensor”) and CNX RESOURCES CORPORATION, a corporation organized under the laws of the state of Delaware (“Licensee”).
AMENDMENT NO. 1Affiliated Company Credit Agreement • April 3rd, 2019 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
THIS AFFILIATED COMPANY CREDIT AGREEMENT (the “Agreement”) is dated as of November 28, 2017, as amended as of March 28, 2019 and is made by and among CONSOL COAL RESOURCES LP (f/k/a CNX COAL RESOURCES LP), a Delaware limited partnership (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), CONSOL ENERGY INC. (f/k/a CONSOL MINING CORPORATION), a Delaware corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Agents”).
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • February 12th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of June 26, 2018, is entered into by and among the following parties:
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Amendment”) is made as of this 28th day of November, 2017 by and among CONSOL Energy Inc., a Delaware corporation (“CONSOL”), CNX Coal Resources GP LLC, a Delaware limited liability company (the “General Partner”), CNX Coal Resources LP, a Delaware limited partnership (the “Limited Partnership”), CONSOL Mining Corporation, a Delaware corporation (“CONSOL Mining”), and the other parties on the signature pages to this Amendment (the “Exhibit A Parties”) and together, with CONSOL, the General Partner, the Partnership and CONSOL Mining, the “Parties” and each a “Party”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION DATED AS OF [●], 2017Separation and Distribution Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ] (this “Agreement”), is by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION. DATED AS OF NOVEMBER 28, 2017Intellectual Property Matters Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (“Agreement”) is dated as of November 28, 2017 (the “Effective Date”), by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”).
PURCHASE AND SALE AGREEMENT Dated as of November 30, 2017 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, CONSOL PENNSYLVANIA COAL COMPANY LLC, as Servicer, and CONSOL FUNDING LLC, as BuyerPurchase and Sale Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 30, 2017 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), CONSOL PENNSYLVANIA COAL COMPANY LLC, as initial Servicer (as defined below) (“Consol”), and CONSOL FUNDING LLC, a Delaware limited liability company (the “Buyer”).
SECOND AMENDMENT AND RESTATEMENT OF MASTER COOPERATION AND SAFETY AGREEMENT by and among CONSOL MINING CORPORATION AND COALCO AFFILIATES (OTHER THAN GAS PARTY AND THE GAS PARTY AFFILIATES) (COLLECTIVELY, “COAL PARTY”) and CNX GAS COMPANY LLC AND CNX...Master Cooperation and Safety Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Pennsylvania
THIS SECOND AMENDMENT AND RESTATEMENT OF MASTER COOPERATION AND SAFETY AGREEMENT (as may be amended, revised, supplemented, or otherwise modified from time to time, this “Agreement”), dated the 20th day of October, 2017, and effective as of 7:00 p.m. Eastern Time October 6, 2017 (the “Effective Time”), is by and between CONSOL MINING CORPORATION, a Delaware corporation (“CoalCo,” and together with all Affiliates of CoalCo as of the Effective Time designated as a “Coal Party” on the signature pages hereto and any additional Affiliates of CoalCo joined to this Agreement at any time hereafter pursuant to Section 8.1(b)(ii)(A), except for and other than Gas Party and the Gas Party Affiliates, collectively, “Coal Party”), CNX GAS COMPANY LLC, a Virginia limited liability company, and CNX RESOURCE HOLDINGS LLC, a Delaware limited liability company (collectively, “Gas Party”), and CONSOL Energy Inc. (“CEI”) and each party designated as a “CEI Party” on the signature pages hereto (CEI and such
SECOND AMENDMENT TO PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENTComplex Operating Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS SECOND AMENDMENT TO PENNSYLVANIA MINE COMPLEX OPERATING AGREEMENT (this “Amendment”) is made as of this 28th day of November 2017 (the “Execution Date”), by and among CONSOL PENNSYLVANIA COAL COMPANY LLC, a Delaware limited liability company (“CPCC”), CONRHEIN COAL COMPANY, a Pennsylvania general partnership (“Conrhein,” and together with CPCC, the “CONSOL Parties”), CONSOL THERMAL HOLDINGS LLC (formerly known as CNX Thermal Holdings LLC), a Delaware limited liability company (“Operator”), and, for purposes of Sections 1.2, 1.3, 1.4, 3.6 and 3.7 hereof, CONSOL COAL RESOURCES LP (formerly known as CNX Coal Resources LP), a Delaware limited partnership (“CNXC”). CONSOL Parties and Operator may be referred to herein separately as a “Party” and collectively as the “Parties.”
FORM OF TAX MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION DATED AS OF , 2017Tax Matters Agreement • October 6th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“CoalCo”) (collectively, the “Companies” and each a “Company”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION DATED AS OF NOVEMBER 28, 2017Employee Matters Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
This EMPLOYEE MATTERS AGREEMENT, dated as of November 28, 2017 (this “Agreement”), is by and between CONSOL Energy Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AMENDMENT NO. 2CONSOL Energy Inc. • June 11th, 2020 • Bituminous coal & lignite mining • New York
The following table shall apply for determining interest rates for periods on and following the Amendment No. 2 Effective Date:
SUB-ORIGINATOR SALE AGREEMENT Dated as of November 30, 2017 among CONSOL THERMAL HOLDINGS LLC, as Sub-Originator, CONSOL PENNSYLVANIA COAL COMPANY LLC, as Servicer, and CONSOL PENNSYLVANIA COAL COMPANY LLC, as BuyerSub-Originator Sale Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This SUB-ORIGINATOR SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 30, 2017 is entered into among CONSOL THERMAL HOLDINGS LLC (the “Sub-Originator”), CONSOL PENNSYLVANIA COAL COMPANY LLC (“Consol”), as initial Servicer (as defined below), and as buyer (in such capacity, the “Buyer”).
FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENTSupply and Services Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENT (this “Amendment”) is made as of this 28th day of November, 2017 (the “Execution Date”), by and among CNX WATER ASSETS LLC, a West Virginia limited liability company (“CONSOL”) and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CONSOL and CTH may be referred to herein separately as a “Party” and collectively as the “Parties.”
CONTRIBUTION AND ASSIGNMENT AGREEMENTContribution and Assignment Agreement • December 8th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into effective as of the 28th day of November, 2017 (the “Effective Date”) by and between CONSOL ENERGY INC., a Delaware corporation (“Parent”), and CONSOL MINING CORPORATION, a Delaware corporation (“CoalCo”).
OMNIBUS AMENDMENTOmnibus Amendment • February 12th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.
FIRST AMENDMENT TO CONTRACT AGENCY AGREEMENTContract Agency Agreement • December 4th, 2017 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO CONTRACT AGENCY AGREEMENT (this “Amendment”) is made as of this 28th day of November, 2017 (the “Execution Date”), by and among CONSOL ENERGY SALES COMPANY a Delaware corporation (“CONSOL”), acting in its individual capacity and its capacity as agent for and on behalf of each of the parties set forth on the signature page hereto (the “Marketing Parties”) and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CONSOL, the Marketing Parties and CTH may be referred to herein separately as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2018 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
EMPLOYMENT AGREEMENT (“Agreement”) dated as of February 15, 2018 (the “Effective Date”) between CONSOL Energy Inc. CNX Center, 1000 CONSOL Energy Drive, Suite 100 Canonsburg, Pennsylvania 15317, a Delaware corporation (the “Company”), and James A. Brock (the “Executive”).
AMENDMENT NO. 3CONSOL Energy Inc. • March 31st, 2021 • Bituminous coal & lignite mining • New York
This AMENDMENT NO. 3, dated as of March 29, 2021 (this “Amendment”), amends the Credit Agreement, dated as of November 28, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among CONSOL ENERGY INC. (the “Borrower”), the guarantors party thereto, the lenders and agents party thereto, PNC Bank, National Association, as administrative agent for the Revolving Lenders and Term A Lenders (the “Revolving/TLA Administrative Agent”) and Citibank, N.A., as administrative agent for the Term B Lenders (the “TLB Administrative Agent” and, together with the Revolving/TLA Administrative Agent, the “Administrative Agents”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”).
FIFTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • May 11th, 2020 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This FIFTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of March 27, 2020, is entered into by and among the following parties:
FORM OF CONSOL MINING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 (the “Effective Date”), by and between CONSOL Mining Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining
TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [DATE] by and among CONSOL Energy, Inc., a Delaware corporation (“Parent”), and CONSOL Mining Corporation, a Delaware corporation (“CoalCo” and, together with Parent, the “Parties” and each a “Party”).
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY AND CONSOL ENERGY INC. LOAN AGREEMENT Dated as of April 1, 2021 Relating to Up To $75,000,000 Pennsylvania Economic Development Financing Authority Solid Waste Disposal Revenue Bonds, Series 2021A...Loan Agreement • April 19th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining
THIS LOAN AGREEMENT (this “Agreement”) dated as of April 1, 2021, between the PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY (the “Authority”), a public instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and a public body corporate and politic, organized and existing under the Pennsylvania Economic Development Financing Law, as amended (herein defined as the “Act”), and CONSOL ENERGY INC., a Delaware corporation (the “Company”).
FORM OF FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENTSupply and Services Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining
THIS FIRST AMENDMENT TO WATER SUPPLY AND SERVICES AGREEMENT (this “Amendment”) is made as of this day of , 2017 (the “Execution Date”), by and among CNX WATER ASSETS LLC, a West Virginia limited liability company (“CONSOL”) and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”). CONSOL and CTH may be referred to herein separately as a “Party” and collectively as the “Parties.”
GUARANTY AGREEMENTGuaranty Agreement • April 19th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York
This GUARANTY AGREEMENT (the “Guaranty”), dated as of April 1, 2021, by and among the subsidiaries guarantors of CONSOL ENERGY INC., a Delaware corporation (the parent of the Subsidiary Guarantors defined herein, the “Company”), jointly and severally, as primary obligors and not merely as sureties (collectively, the “Subsidiary Guarantors”), and WILMINGTON TRUST, N.A., as Trustee (in such capacity, together with any successor or successors in such capacity, herein called the “Trustee”):
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTForm of Change in Control Severance Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Pennsylvania
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of [ ], 2017 (the “Effective Date”), is made between CONSOL Mining Corporation, CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware corporation (the “Company”), and [ ] (the “Executive”).
FORM OF TLA1Trademark License Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • Pennsylvania
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of this day of , 2017 (the “Effective Date”), by and between CNX RESOURCES CORPORATION, a corporation organized under the laws of (“Licensor”) and CONSOL ENERGY INC., a corporation organized under the laws of (“Licensee”).
SECOND AMENDMENT TO AGREEMENTTo Agreement • October 27th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining
THIS SECOND AMENDMENT TO AGREEMENT (this “Amendment), dated as of 7:00 p.m. (Eastern Time) on the 6th day of October, 2017 (the “Execution Date), but effective for all purposes as of July 7, 2015 (the “Effective Date”), is by and between CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“CTH”), CONSOL PENNSYLVANIA COAL COMPANY LLC, a Delaware limited liability company (“CPCC”), CONRHEIN COAL COMPANY, a Pennsylvania general partnership (“Conrhein,” and together with CTH and CPCC, “Coal Party”), CNX GAS COMPANY LLC, a Virginia limited liability company (“Gas Party”), and each party designated as a subsidiary of CONSOL Energy Inc. (“CEI”) on Schedule 1 attached hereto (collectively, the “CEI Subsidiaries”). All of the foregoing persons, excluding CEI, are referred to herein separately as a “Party” and collectively as the “Parties.”
Second Amendment to Employment Agreement RECITALSEmployment Agreement • February 11th, 2022 • CONSOL Energy Inc. • Bituminous coal & lignite mining
WHEREAS, CONSOL Energy, Inc. (the “Company”) entered into an Employment Agreement dated as of February 15, 2018, as amended (the “Agreement”) with James A. Brock (the “Executive”);
First Amendment to Employment Agreement of James A. Brock RECITALSEmployment Agreement • February 12th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining
WHEREAS, CONSOL Energy, Inc. (the “Company”) entered into an Employment Agreement (the “Agreement”) dated as of February 15, 2018 with James A. Brock (the “Executive”);
CONSOL MINING CORPORATION, AND UMB BANK, N.A., AS TRUSTEE AND COLLATERAL TRUSTEE INDENTURE Dated as of November 13, 2017 11.00% Senior Secured Second Lien Notes due 2025Intercreditor Agreement • November 15th, 2017 • CONSOL Mining Corp • Bituminous coal & lignite mining • New York
This INDENTURE dated as of November 13, 2017, is among CONSOL Mining Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) that become party hereto as described herein and UMB Bank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and collateral trustee (in such capacity, the “Collateral Trustee”).
