OMNIBUS AGREEMENT by and among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and THE PARTIES LISTED ON EXHIBIT A HERETO dated as ofOmnibus Agreement • June 10th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • Pennsylvania
This OMNIBUS AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this “Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) 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 “Partnership”), and the parties listed on Exhibit A to this Agreement (together with CONSOL, the General Partner and the Partnership, the “Parties” and each a “Party”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and CNX OPERATING LLC dated as ofContribution, Conveyance and Assumption Agreement • June 10th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
CNX COAL RESOURCES LP [●] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining • New York
CNX Coal Resources LP, a limited partnership organized under the laws of Delaware (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other underwriters named in Exhibit A hereto (each, an “Underwriter” and, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common units representing limited partnership interests in the Partnership (the “Common Units”) set forth in Exhibit A hereto and (ii) the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2
TERMINAL AND THROUGHPUT AGREEMENT by and between CNX MARINE TERMINALS, INC. and CNX THERMAL HOLDINGS LLC dated as ofTerminal and Throughput Agreement • June 10th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS TERMINAL AND THROUGHPUT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into [ ], 2015 (the “Execution Date”), by and between CNX MARINE TERMINALS, INC., a Delaware corporation (“Owner”), and CNX THERMAL HOLDINGS LLC, a Delaware limited liability company (“Shipper”). CONSOL and CTH may be referred to collectively as the “Parties” or individually as a “Party.”
WATER SUPPLY AND SERVICES AGREEMENT by and between CNX WATER ASSETS LLC and CNX THERMAL HOLDINGS LLC dated as ofSupply and Services Agreement • June 10th, 2015 • CNX Coal Resources LP • Bituminous coal & lignite mining
THIS WATER SUPPLY AND SERVICES AGREEMENT (as may be amended, revised, supplemented or otherwise modified from time to time, this “Agreement”) dated as of [ ], 2015 (the “Execution Date”), is by and between 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”.
